Enpro (NYSE: NPO) Q1 2026 revenue hits $303M as EPS rises
Filing Impact
Filing Sentiment
Form Type
10-Q
Enpro Inc. reported higher results for the quarter ended March 31, 2026, with demand across both segments and contributions from recent acquisitions.
Net sales rose to $303.0 million from $273.2 million, helped by organic growth in Advanced Surface Technologies and acquisitions in Sealing Technologies. Net income increased to $27.4 million, up from $24.5 million, and diluted earnings per share improved to $1.29 versus $1.15. On a non-GAAP basis, adjusted net income was $45.6 million and adjusted diluted EPS was $2.14, reflecting add-backs such as acquisition-related items and amortization.
Cash flow from operations strengthened to $39.6 million from $21.0 million, while capital expenditures were $12.3 million as the company continued to invest in its operations. Long-term debt decreased to $605.2 million, and Enpro ended the quarter with $79.2 million of cash and $630.6 million of availability under its $800 million revolving credit facility. Backlog totaled $357.7 million, most of which is expected to convert within a year.
Positive
- None.
Negative
- None.
Insights
Solid Q1 with double‑digit sales growth and stronger cash flow.
Enpro delivered Q1 2026 revenue of $303.0 million, up 10.9% year over year, with both Sealing Technologies and Advanced Surface Technologies contributing. Adjusted EBITDA increased to $76.4 million, and adjusted diluted EPS rose to $2.14, indicating improved operating leverage.
Cash generation was notably better: operating cash flow reached $39.6 million versus $21.0 million a year earlier, while capital spending of $12.3 million supported growth projects. Long-term debt fell to $605.2 million, aided by a $50.0 million paydown on the revolving credit facility, leaving borrowing availability of $630.6 million at March 31, 2026.
Organic growth in Advanced Surface Technologies, particularly in semiconductor-related demand, and stable margins in Sealing Technologies underpin the quarter. The disclosed backlog of $357.7 million, mostly expected to be fulfilled within a year, highlights near-term revenue visibility, though actual realization will depend on customer ordering patterns.
Key Figures
Net sales: $303.0 million
Net income: $27.4 million
Diluted EPS: $1.29
+5 more
8 metrics
Net sales
$303.0 million
Three months ended March 31, 2026 vs. $273.2 million in 2025
Net income
$27.4 million
Three months ended March 31, 2026 vs. $24.5 million in 2025
Diluted EPS
$1.29
Three months ended March 31, 2026 vs. $1.15 in 2025
Adjusted diluted EPS
$2.14
Non-GAAP metric for Q1 2026 vs. $1.90 in 2025
Adjusted EBITDA
$76.4 million
Company-level non-GAAP EBITDA for Q1 2026 vs. $67.8 million
Operating cash flow
$39.6 million
Net cash provided by operating activities in Q1 2026
Long-term debt
$605.2 million
Balance at March 31, 2026 vs. $655.1 million at December 31, 2025
Backlog
$357.7 million
Remaining performance obligations as of March 31, 2026
Key Terms
Adjusted Segment EBITDA, Revolving Credit Facility, Pillar Two, Industrial Site Remediation Act, +1 more
5 terms
Adjusted Segment EBITDA financial
"Segment operating results and other financial data for the three months ended March 31, 2026 and 2025, were as follows"
Adjusted segment EBITDA measures a particular part of a business’s operating profit before interest, taxes, depreciation and amortization, but with one-time, non-cash or corporate allocations removed so the number reflects recurring performance of that segment. Investors use it like checking a car’s fuel efficiency after ignoring occasional detours — it helps compare profitability and cash-generation potential across units and periods without noise from irregular or accounting-driven items.
Revolving Credit Facility financial
"provides for a senior secured revolving credit facility of up to $800.0 million"
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
Pillar Two financial
"a global minimum corporate tax of 15%, referred to as Pillar Two"
Pillar Two is an international tax framework that sets a global minimum tax rate for large multinational companies and requires extra payments when profits booked in low-tax locations fall below that floor. For investors, it matters because it raises the likely tax bill, reduces after-tax earnings and cash available for dividends or reinvestment, and can change company valuations—think of it as a tax “price floor” that limits how much a firm can lower its effective tax rate.
Industrial Site Remediation Act regulatory
"responsibility for compliance with New Jersey's Industrial Site Remediation Act"
net investment hedge financial
"We have designated the Swap as a qualifying hedging instrument and are accounting for it as a net investment hedge."
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________
FORM 10-Q
_________________________________________
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 31, 2026
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
Commission File Number 001-31225
_________________________________________
(Exact name of registrant, as specified in its charter)
_____________________________________
| (State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(704 ) 731-1500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
__________________________________________
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| 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. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý
As of April 24, 2026, there were 21,126,664 shares of common stock of the registrant outstanding, which does not include 173,724 shares of common stock held by a subsidiary of the registrant and accordingly are not entitled to be voted. There is only one class of common stock.
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
ENPRO INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in millions, except per share amounts)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Net sales | $ | $ | |||||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Interest expense | ( | ( | |||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Other expense | ( | ( | |||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income tax expense | ( | ( | |||||||||||||||||||||
| Net income | $ | $ | |||||||||||||||||||||
| Comprehensive income | $ | $ | |||||||||||||||||||||
| Basic earnings per share | $ | $ | |||||||||||||||||||||
| Diluted earnings per share | $ | $ | |||||||||||||||||||||
See notes to consolidated financial statements (unaudited).
1
ENPRO INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended March 31, 2026 and 2025
(in millions)
| 2026 | 2025 | ||||||||||
| OPERATING ACTIVITIES | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation | |||||||||||
| Amortization | |||||||||||
| Deferred income taxes | ( | ( | |||||||||
| Stock-based compensation | |||||||||||
| Other non-cash adjustments | |||||||||||
| Change in assets and liabilities, net of effects of acquisition: | |||||||||||
| Accounts receivable, net | ( | ( | |||||||||
| Inventories | ( | ||||||||||
| Accounts payable | ( | ||||||||||
| Other current assets and liabilities | ( | ||||||||||
| Other non-current assets and liabilities | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| INVESTING ACTIVITIES | |||||||||||
| Purchases of property, plant and equipment | ( | ( | |||||||||
| Payments for capitalized internal-use software | ( | ( | |||||||||
| Redemption of short-term investments | |||||||||||
| Proceeds from sale of property, plant, and equipment | |||||||||||
| Other | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| FINANCING ACTIVITIES | |||||||||||
| Repayments of debt | ( | ( | |||||||||
| Dividends paid | ( | ( | |||||||||
| Incentive plan activity | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ||||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ||||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
| Supplemental disclosures of cash flow information: | |||||||||||
| Cash paid during the period for: | |||||||||||
| Interest | $ | $ | |||||||||
| Income taxes, net of refunds | $ | $ | |||||||||
| Non-cash investing and financing activities: | |||||||||||
| Non-cash acquisitions of property, plant, and equipment | $ | $ | |||||||||
| Non-cash acquisitions of capitalized internal-use software | $ | $ | |||||||||
See notes to consolidated financial statements (unaudited).
2
ENPRO INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in millions, except share amounts)
| March 31, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets, net | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Current maturities of long-term debt | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Accrued expenses | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Deferred taxes | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingent liabilities | |||||||||||
| Shareholders’ equity | |||||||||||
Common stock – $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive income | |||||||||||
Common stock held in treasury, at cost – | ( | ( | |||||||||
| Total shareholders’ equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
See notes to consolidated financial statements (unaudited).
3
ENPRO INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. Overview and Basis of Presentation
Overview
Enpro Inc. (“we,” “us,” “our,” “Enpro,” or the “Company”) is a leading-edge industrial technology company focused on critical applications across a diverse group of growing end markets such as semiconductor, industrial process, commercial vehicle, sustainable power generation, aerospace (including commercial space), food and biopharmaceutical, photonics and life sciences. The Company is a leader in applied engineering and designs, develops, manufactures, and markets proprietary, value-added products and solutions that contribute key functionality or safeguard a variety of critical environments.
Over the past several years, we have executed several strategic initiatives to focus the portfolio of businesses where we offer proprietary, industrial technology-related products and solutions with high barriers to entry, compelling margins, strong cash flow, and perpetual recurring/aftermarket revenue streams in markets with favorable secular tailwinds.
Basis of Presentation
The accompanying interim consolidated financial statements are unaudited, and certain related information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted in accordance with Rule 10-01 of Regulation S-X. They were prepared following the same policies and procedures used in the preparation of our annual financial statements. The accompanying interim consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of results for the periods presented. The Consolidated Balance Sheet as of December 31, 2025 was derived from the audited financial statements included in our annual report on Form 10-K for the year ended December 31, 2025. The results of operations for the interim periods are not necessarily indicative of the results for the fiscal year. These consolidated financial statements should be read in conjunction with our annual consolidated financial statements for the year ended December 31, 2025 included within our annual report on Form 10-K.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amount of assets and liabilities and the disclosures regarding contingent assets and liabilities at period end and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
All intercompany accounts and transactions between our consolidated operations have been eliminated.
Recently Issued Accounting Guidance
In November 2024, new accounting guidance was issued that will require additional disclosures and disaggregation of certain costs and expenses presented on the face of the income statement. The amendments are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. We are currently evaluating this new guidance.
Pension
In the second quarter of 2024, Enpro initiated a plan to terminate and settle its remaining defined benefit pension plan in the United States. The termination and settlement process for this frozen plan, which preserves retirement benefits due to participants but changes the ultimate payor of such benefits, was substantially completed in the fourth quarter of 2025.
4
2. Acquisitions
Acquisition of business
On October 8, 2025, Enpro acquired all of the equity of Overlook Industries, Inc. ("Overlook"). Overlook, which is located in Easthampton, Massachusetts, specializes in the design and fabrication of single-use technologies and other critical componentry for biopharmaceutical production processes.
On November 14, 2025, we acquired all of the equity interests in AlpHa Measurement Holdings, LLC (“AlpHa”). AlpHa, together with its wholly-owned direct and indirect subsidiaries (i) VL Acquisition Co., a Delaware corporation, (ii) AlpHa Measurement Solutions, LLC, a Texas limited liability company, (iii) Aurora Scientific Instruments (Shanghai) Co., Ltd., a company organized under the Laws of the PRC, and (iv) VATCO, LLC, a Texas limited liability company, is a Houston, Texas-based leading provider of liquid analytical sensing technologies and instrumentation for the measurement of key parameters for liquid processes. AlpHa and its subsidiaries serve customers across a diverse set of end-markets, including industrial process control, water and wastewater, laboratory, and environmental monitoring.
In 2025, we paid $273.9 million, net of cash acquired, for the two acquisitions completed in the fourth quarter. The purchase prices of Overlook and AlpHa were allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The excess of the purchase price over the estimated fair value of the identifiable assets acquired less the liabilities assumed is reflected as goodwill, which is attributable primarily to the value of the workforce and the ongoing operations of the business. Goodwill recorded as part of the purchases was $160.2 million, of which we expect approximately 32 % is tax deductible given the structure of the transactions. Inventory acquired included an adjustment to fair value of $5.4 million, of which $3.2 million was amortized to cost of goods sold in the first quarter of 2026.
We will continue to evaluate the purchase price allocation of these acquisitions, including the value of intangible assets and income tax assets and liabilities and adjust this allocation as appropriate. The allocation of purchase price was revised during the first quarter of 2026 primarily to increase deferred income tax liabilities and decrease acquired net working capital by $2.0 million in total, with an offsetting $2.0 million increase to goodwill. The following table represents the preliminary allocation of purchase price as of March 31, 2026:
| (in millions) | |||||
| Accounts receivable | $ | ||||
| Inventories | |||||
| Property, plant, and equipment | |||||
| Goodwill | |||||
| Other intangible assets | |||||
| Other assets | |||||
| Deferred income taxes | ( | ||||
| Other liabilities | ( | ||||
| $ | |||||
The following unaudited pro forma condensed consolidated financial results of operations for the three months ended March 31, 2025 are presented as if the acquisitions had been completed prior to 2025:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | |||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Pro forma net sales | $ | ||||||||||||||||||||||
| Pro forma net income | $ | ||||||||||||||||||||||
These amounts have been calculated after applying our accounting policies and adjusting the results of the two acquired businesses to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to intangible assets had been applied as of January 1, 2025. The pro forma financial results have been prepared for
5
3. Income Taxes
Our income tax expense and resulting effective tax rate are based upon the estimated annual effective tax rates applicable for the respective periods adjusted for the effect of items required to be treated as discrete in the interim periods. This estimated annual effective tax rate is affected by the relative proportions of revenue and income before taxes in the jurisdictions in which we operate. Based on the geographical mix of earnings, our annual effective tax rate fluctuates based on the portion of our profits earned in each jurisdiction.
The effective tax rates for the three months ended March 31, 2026 and 2025 were 19.2 % and 24.3 %, respectively. The effective tax rate for the three months ended March 31, 2026 is lower than the U.S. Federal tax rate primarily driven by additional tax benefit related to share-based payments, partially offset by higher tax rates in most foreign jurisdictions. The effective tax rate for the three months ended March 31, 2025 is higher than the U.S. Federal tax rate primarily driven by higher tax rates in most foreign jurisdictions, partially offset by additional tax benefit related to share-based payment awards.
The Organization for Economic Co-operation and Development (the “OECD”) introduced a framework to implement a global minimum corporate tax of 15%, referred to as Pillar Two, effective for tax years beginning in 2024. While it is uncertain whether the United States will enact legislation to adopt Pillar Two, certain countries in which we operate have enacted legislation to adopt Pillar Two. The adoption of Pillar Two had no impact on our income tax expense for the three months ended March 31, 2026 or the three months ended March 31, 2025 and we expect there to be minimal impact, if any, in future periods. Any impact would be accounted for as a period cost in the period in which it is incurred.
On July 4, 2025, the U.S. enacted into law H.R. 1, “An Act to provide for reconciliation pursuant to title II of H. Con. Res. 14” (“The Act”), commonly referred to as “The One Big Beautiful Bill Act.” The Act contains several key tax provisions impacting businesses, including the permanent reinstatement of 100 percent bonus depreciation for qualified property and the restoration of immediate expensing of domestic research and experimental expenditures. The Act also modifies the business interest deduction limitation, as well as several core international tax provisions. Provisions of H.R. 1 effective in 2026 had a favorable impact on the Company’s effective tax rate and Federal cash tax payments for the three months ended March 31, 2026.
4. Earnings Per Share
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| (in millions, except per share amounts) | |||||||||||||||||||||||
| Numerator (basic and diluted): | |||||||||||||||||||||||
| Net income | $ | $ | |||||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted-average shares – basic | |||||||||||||||||||||||
| Share-based awards | |||||||||||||||||||||||
| Weighted-average shares – diluted | |||||||||||||||||||||||
| Earnings per share: | |||||||||||||||||||||||
| Basic | $ | $ | |||||||||||||||||||||
| Diluted | $ | $ | |||||||||||||||||||||
6
5. Inventories
| March 31, 2026 | December 31, 2025 | ||||||||||
| (in millions) | |||||||||||
| Finished products | $ | $ | |||||||||
| Work in process | |||||||||||
| Raw materials | |||||||||||
| Total inventories | $ | $ | |||||||||
6. Goodwill and Other Intangible Assets
The changes in the net carrying value of goodwill by reportable segment for the three months ended March 31, 2026 are as follows:
| Sealing Technologies | Advanced Surface Technologies | Total | |||||||||||||||
| (in millions) | |||||||||||||||||
Goodwill as of December 31, 2025 | $ | $ | $ | ||||||||||||||
| Measurement period adjustment to goodwill | |||||||||||||||||
| Foreign currency translation | |||||||||||||||||
Goodwill as of March 31, 2026 | $ | $ | $ | ||||||||||||||
The goodwill balances reflected above at March 31, 2026 are net of accumulated impairment losses of $27.8 million for the Sealing Technologies segment and $126.0 million for the Advanced Surface Technologies segment.
Identifiable intangible assets are as follows:
| March 31, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Gross Carrying Amount | Accumulated Amortization | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Definite-Lived: | |||||||||||||||||||||||
| Customer relationships | $ | $ | $ | $ | |||||||||||||||||||
| Existing technology | |||||||||||||||||||||||
| Trademarks | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Indefinite-Lived: | |||||||||||||||||||||||
| In-process research and development | — | — | |||||||||||||||||||||
| Trademarks | — | — | |||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Amortization for the three months ended March 31, 2026 and 2025 was $20.6 million and $19.0 million, respectively.
7
7. Accrued Expenses
| March 31, 2026 | December 31, 2025 | ||||||||||
| (in millions) | |||||||||||
| Salaries, wages and employee benefits | $ | $ | |||||||||
| Interest | |||||||||||
| Environmental | |||||||||||
| Income taxes | |||||||||||
| Taxes other than income taxes | |||||||||||
| Operating lease liabilities | |||||||||||
| Other | |||||||||||
| $ | $ | ||||||||||
8. Long-Term Debt
Senior Secured Credit Facilities
On April 9, 2025, we entered into a Second Amendment to Third Amended and Restated Credit Agreement dated as of April 9, 2025 (the “Amended Credit Facility Agreement”) among the Company and our subsidiary, EnPro Holdings, Inc. ("EnPro Holdings"), as borrowers, certain foreign subsidiaries of the Company from time to time party thereto, as designated borrowers, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
On April 9, 2025, we entered into a Second Amendment to Third Amended and Restated Credit Agreement dated as of April 9, 2025 (the “Amended Credit Facility Agreement”) among the Company and our subsidiary, EnPro Holdings, Inc. ("EnPro Holdings"), as borrowers, certain foreign subsidiaries of the Company from time to time party thereto, as designated borrowers, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
The Amended Credit Facility Agreement amended the agreement then governing our senior secured credit facilities and provides for a senior secured revolving credit facility of up to $800.0 million (the “Revolving Credit Facility”), which will mature on April 9, 2030. On April 9, 2025, in connection with our entry into the Amended Credit Facility Agreement, we repaid the remaining outstanding principal amount of term loan borrowings outstanding under the agreement governing our senior secured credit facilities prior to such amendment, funded by borrowings under the Revolving Credit Facility and $59.8 million of available cash.
The Amended Credit Facility Agreement provides that we may seek incremental term loans and/or additional revolving credit commitments in an amount equal to the greater of $275.0 million and 100 % of consolidated EBITDA for the most recently ended four-quarter period for which we have reported financial results, plus additional amounts based on a consolidated senior secured leverage ratio. Any incremental term loans will be subject to prepayment with the net cash proceeds of non-permitted debt issuances and with the net cash proceeds of certain asset sales and casualty or condemnation events not reinvested in our business or applied to prepay such term loans within a specified period.
Borrowings under the Revolving Credit Facility, at our option, bear interest at either (1) an alternate base rate (the highest of (a) the federal funds effective rate plus 0.50 %, (b) the prime rate of Bank of America, N.A., and (c) the one-month Term Secured Overnight Financing Rate ("SOFR") plus 1.00 %) or (2) the Term SOFR rate for the applicable interest period plus, in each case, an applicable margin percentage, which initially is 1.375 % for Term SOFR borrowings and 0.375 % for alternate base rate borrowings and is subject to incremental increase or decrease based on a consolidated total net leverage ratio. In addition, a commitment fee accrues with respect to the unused amount of the Revolving Credit Facility at an annual rate of 0.175 % initially, which rate is also subject to incremental increase or decrease based on a consolidated total net leverage ratio.
Enpro Inc. and EnPro Holdings are the permitted borrowers under the Amended Credit Facility Agreement. We have the ability to add wholly owned foreign subsidiaries as borrowers under the Revolving Credit Facility. Each of our domestic, consolidated subsidiaries (subject to certain exclusions) is required to guarantee the obligations of the borrowers under the Amended Credit Facility Agreement and, subject to the permitted exceptions, each of the Company’s existing domestic subsidiaries has entered into the Amended Credit Facility Agreement to provide such a guarantee.
Borrowings under the Amended Credit Facility Agreement are secured by a first-priority pledge of certain assets. The Amended Credit Facility Agreement contains certain financial covenants and required financial ratios including a maximum consolidated total net leverage ratio and a minimum consolidated interest coverage ratio as defined in the Amended Credit Facility Agreement. We were in compliance with all covenants of the Amended Credit Facility Agreement as of March 31, 2026.
8
The borrowing availability under our Revolving Credit Facility at March 31, 2026 was $630.6 million after giving consideration to $9.4 million of outstanding letters of credit and $160.0 million of outstanding borrowings.
Senior Notes
On May 29, 2025, we completed the offering of $450 million in aggregate principal amount of our 6.125 % Senior Notes due 2033 (the “Senior Notes”). The Senior Notes were issued to investors at 100 % of the principal amount thereof. The Senior Notes are unsecured, unsubordinated obligations of Enpro Inc. and mature on June 1, 2033. Interest on the Senior Notes accrues at a rate of 6.125 % per annum and is payable semi-annually in cash in arrears on June 1 and December 1 of each year, commencing December 1, 2025. The Senior Notes are required to be guaranteed on a senior unsecured basis by each of Enpro’s existing and future direct and indirect domestic subsidiaries that is a borrower under, or guarantees, our indebtedness under the Revolving Credit Facility or guarantees any other Capital Markets Indebtedness (as defined in the indenture governing the Senior Notes) of Enpro or any of the guarantors above a specified threshold. We may, on any one or more occasions, redeem all or a part of the Senior Notes at specified redemption prices plus accrued and unpaid interest.
The indenture governing the Senior Notes includes covenants that restrict our ability, subject to specified exceptions and qualifications set forth in the indenture, to incur liens on assets, engage in certain asset sales, including sale and leaseback transactions, and merge, consolidate, transfer or dispose of all or substantially all assets. The indenture further requires us to offer to repurchase the Senior Notes at a price equal to 100 % of the principal amount thereof plus accrued and unpaid interest, in the event that the net cash proceeds of certain asset sales are not reinvested in acquisitions, capital expenditures, or used to repay or otherwise reduce specified indebtedness within a specified period, to the extent the remaining net proceeds exceed a specified amount.
Each holder of the Senior Notes may require us to repurchase some or all of the Senior Notes held by such holder for cash upon the occurrence of a defined “change of control” event. Our ability to redeem the Senior Notes prior to maturity is subject to certain conditions, including in certain cases the payment of make-whole amounts.
We applied a portion of the net proceeds from the sale of the Senior Notes to fund the redemption on June 12, 2025 of all of our outstanding 5.75 % Senior Notes due 2026 (having an aggregate principal amount of $350 million) at a redemption price equal to 100 % of the aggregate principal amount thereof, plus accrued but unpaid interest to, but not including, the redemption date.
We were in compliance with all of the covenants under the indenture governing the Senior Notes as of March 31, 2026.
9. Shareholders' Equity
The quarterly changes in shareholders' equity during the three months ended March 31, 2026 are as follows:
| Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income | Treasury Stock | Total Shareholders' Equity | ||||||||||||||||||||||||||||||||||||||||||
| (in millions, except per share data) | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2025 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Dividends ($ | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Incentive plan activity | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
Balance, March 31, 2026 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
The quarterly changes in shareholders' equity during the three months ended March 31, 2025 are as follows:
9
| Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Total Shareholders' Equity | ||||||||||||||||||||||||||||||||||||||||||
| (in millions, except per share data) | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Dividends ($ | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Incentive plan activity | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Balance, March 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
We intend to declare regular quarterly cash dividends on our common stock, as determined by our board of directors, after taking into account our current and projected cash flows, earnings, financial position, debt covenants and other relevant factors. Total dividend payments of $6.9 million were made during the three months ended March 31, 2026.
In April of 2026, our board of directors declared a dividend of $0.32 per share, payable on June 17, 2026, to shareholders of record as of June 3, 2026.
Enpro’s board of directors approved a two-year share repurchase authorization in October 2024, replacing the previous $50.0 million authorization that expired in October 2024. No shares have been purchased under the prior or current repurchase authorization. Under the replacement authorization, which, other than the expiration date, is identical to the prior authorization, the Company may repurchase up to $50.0 million of shares in both open market and privately negotiated transactions. The Company’s management is authorized to determine the timing and amount of any such repurchases based on its evaluation of market conditions, capital alternatives, and other factors. Repurchases may also be made under Rule 10b5-1 plans, which could result in the repurchase of shares during periods when the Company otherwise would be precluded from doing so under insider trading laws.
In February 2026, we issued stock options to certain key executives for approximately 30,000 common shares with an exercise price of $275.37 per share. The options vest pro-rata on the first, second and third anniversaries of the grant date, subject to continued employment. All options have a term of 10 years.
We determine the fair value of stock options using the Black-Scholes option pricing formula as of the grant date. Key inputs into this formula include expected term, expected volatility, expected dividend yield, and the risk-free interest rate. This fair value is amortized on a straight-line basis over the vesting period and recorded in selling, general and administrative costs on our Consolidated Statement of Operations.
The expected term represents the period that our stock options are expected to be outstanding and is determined based on historical experience of similar awards, given the contractual terms of the awards, vesting schedules, and expectations of future employee behavior. The fair value of stock options reflects a volatility factor calculated using historical market data for Enpro's common stock. The time frame used was approximated as a six-year period from the grant date for the awards. The dividend assumption is based on our expectations as of the grant date. We base the risk-free interest rate on the yield to maturity at the time of the stock option grant on zero-coupon U.S. government bonds having a remaining life equal to the option's expected life.
The option awards issued in February 2026 had a fair value of $119.34 per share at their grant date. The following assumptions were used to estimate the fair value of the 2026 option awards:
| Average expected term | |||||
| Expected volatility | % | ||||
| Risk-free interest rate | % | ||||
| Expected dividend yield | % | ||||
10
10. Business Segment Information
We identify our two operating businesses, Sealing Technologies and Advanced Surface Technologies ("AST"), as reportable segments. Factors considered in determining our reportable segments include the economic similarity of the businesses, the nature of products sold, or solutions provided, the production processes and the types of customers. Our President and Chief Executive Officer, who we have identified as our Chief Operating Decision Maker ("CODM"), regularly evaluates the individual performance of both operating segments by reviewing segment earnings before interest, income taxes, depreciation, amortization, and other selected items ("Adjusted Segment EBITDA"), which is segment revenue reduced by operating expenses and other costs identifiable with the segment, excluding acquisition expenses, restructuring costs, amortization of the fair value adjustment to acquisition date inventory, and depreciation and amortization. Adjusted Segment EBITDA is not defined under GAAP and may not be comparable to similarly titled measures used by other companies. The CODM assesses Adjusted Segment EBITDA in comparison to prior periods, previously forecasted results and anticipated/experienced market trends in determining how to allocate operating and capital resources between the operating segments. The only significant segment expense categories reviewed by the CODM are cost of sales and selling, general, and administrative costs.
Our Sealing Technologies segment engineers and manufactures value-added products and solutions that safeguard a variety of critical environments, including: metallic, non-metallic and composite material gaskets; dynamic seals; compression packing; elastomeric components; custom-engineered mechanical seals used in diverse applications; hydraulic components; test, measurement and sensing applications; sanitary gaskets; hoses and fittings for hygienic process industries; fluid transfer products for the pharmaceutical and biopharmaceutical industries; and commercial vehicle solutions used in wheel-end and suspension components that customers rely upon to ensure safety on our roadways.
These products are used in a variety of markets, including chemical and petrochemical processing, nuclear energy, hydrogen, natural gas, food and biopharmaceutical processing, primary metal manufacturing, mining, water and waste treatment, commercial vehicle, aerospace (including commercial space), medical, filtration and semiconductor fabrication. In all these industries, the performance and durability of our proprietary products and solutions are vital for the safety and environmental protection of our customers’ processes. Many of our products and solutions are used in highly demanding applications, often in harsh environments, where the cost of failure is extremely high relative to the cost of our offerings to our customers. These environments include those where extreme temperatures, extreme pressures, corrosive agents, strict tolerances, or worn equipment create challenges for product performance. Sealing Technologies offers customers widely recognized applied engineering, innovation, process know- how and enduring reliability, driving a lasting aftermarket for many of our products and solutions.
Our AST segment applies proprietary technologies, processes, and capabilities to deliver a highly differentiated suite of products and solutions for challenging applications in high-growth markets. The segment’s products and solutions are used in demanding environments requiring performance, precision and repeatability, with a low tolerance for failure. AST’s products and solutions include: (i) cleaning, coating, testing, refurbishment and verification for critical components and assemblies used in semiconductor manufacturing equipment, with meaningful exposures to state-of-the-art advanced node chip applications; (ii) designing, manufacturing and selling specialized optical filters and proprietary thin-film coatings for the most challenging applications in the industrial technology, life sciences, and semiconductor markets; (iii) engineering and manufacturing complex front-end wafer processing sub-systems and new and refurbished electrostatic chuck pedestals for the semiconductor equipment industry; and (iv) engineering and manufacturing edge-welded metal bellows for the semiconductor equipment industry and critical applications in the space, aerospace and defense markets. In many instances, AST capabilities drive products and solutions that enable the performance of our customers’ high-value processes through an entire life cycle.
The accounting policies of the reportable segments are the same as those for Enpro.
11
Segment operating results and other financial data for the three months ended March 31, 2026 and 2025, were as follows:
| Three Months Ended March 31, 2026 | |||||||||||||||||
| (in millions) | Sealing Technologies | Advanced Surface Technologies | Total | ||||||||||||||
| Sales from external customers | $ | $ | $ | ||||||||||||||
| Intersegment sales | |||||||||||||||||
| Reconciliation of sales | |||||||||||||||||
| Elimination of intersegment sales | ( | ||||||||||||||||
| Total consolidated sales | |||||||||||||||||
| Cost of sales | ( | ( | |||||||||||||||
| Selling, General, and Administrative | ( | ( | |||||||||||||||
| Adjusting Items: | |||||||||||||||||
| Acquisition expenses | |||||||||||||||||
| Amortization of fair value adjustment to acquisition date inventory | |||||||||||||||||
| Depreciation and amortization expense | |||||||||||||||||
| Adjusted Segment EBITDA | $ | $ | $ | ||||||||||||||
| Three Months Ended March 31, 2025 | |||||||||||||||||
| (in millions) | Sealing Technologies | Advanced Surface Technologies | Total | ||||||||||||||
| Sales from external customers | $ | $ | $ | ||||||||||||||
| Intersegment sales | |||||||||||||||||
| Reconciliation of sales | |||||||||||||||||
| Elimination of intersegment sales | ( | ||||||||||||||||
| Total consolidated sales | |||||||||||||||||
| Cost of sales | ( | ( | |||||||||||||||
| Selling, General, and Administrative | ( | ( | |||||||||||||||
Other Operating1 | ( | ||||||||||||||||
| Adjusting Items: | |||||||||||||||||
| Acquisition expenses | |||||||||||||||||
| Restructuring expense | |||||||||||||||||
| Depreciation and amortization expense | |||||||||||||||||
| Adjusted Segment EBITDA | $ | $ | $ | ||||||||||||||
1 Other Operating consists of restructuring related expense.
12
| Three Months Ended March 31, | |||||||||||||||||||||||
| (in millions) | 2026 | 2025 | |||||||||||||||||||||
| Reconciliation of Income Before Income Taxes to Adjusted Segment EBITDA | |||||||||||||||||||||||
| Income before income taxes | $ | $ | |||||||||||||||||||||
| Acquisition expenses | |||||||||||||||||||||||
| Amortization of fair value adjustment to acquisition date inventory | |||||||||||||||||||||||
| Restructuring expense | |||||||||||||||||||||||
| Depreciation and amortization expense | |||||||||||||||||||||||
| Corporate expenses | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Other expense, net | |||||||||||||||||||||||
| Adjusted Segment EBITDA | $ | $ | |||||||||||||||||||||
In the table above, corporate expenses include general corporate administrative costs. Corporate expenses also include $1.2 million of restructuring expenses for the three months ended March 31, 2026. Expenses not directly attributable to the segments, corporate expenses, net interest expense, and income taxes are not included in the computation of Adjusted Segment EBITDA.
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Net Sales by Geographic Area | |||||||||||||||||||||||
| United States | $ | $ | |||||||||||||||||||||
| Asia Pacific | |||||||||||||||||||||||
| Europe | |||||||||||||||||||||||
| Rest of world | |||||||||||||||||||||||
| Total | $ | $ | |||||||||||||||||||||
Net sales are attributed to countries based on location of the customer.
Revenue by End Market
Due to the diversified nature of our business and the differentiated portfolio of products and solutions that we offer, we sell into a number of end markets. Underlying economic conditions within these markets are a major driver of our segments' sales performance. Below is a summary of our third-party sales by major end market with which we did business for the three months ended March 31, 2026 and March 31, 2025:
13
| Three Months Ended March 31, 2026 | |||||||||||||||||
| (in millions) | Sealing Technologies | Advanced Surface Technologies | Total | ||||||||||||||
| Aerospace | $ | $ | $ | ||||||||||||||
| Commercial vehicle | |||||||||||||||||
| Food and pharmaceutical | |||||||||||||||||
| General industrial | |||||||||||||||||
| Oil and gas | |||||||||||||||||
| Power generation | |||||||||||||||||
| Semiconductors | |||||||||||||||||
| Total third-party sales | $ | $ | $ | ||||||||||||||
| Three Months Ended March 31, 2025 | |||||||||||||||||
| (in millions) | Sealing Technologies | Advanced Surface Technologies | Total | ||||||||||||||
| Aerospace | $ | $ | $ | ||||||||||||||
| Commercial vehicle | |||||||||||||||||
| Food and pharmaceutical | |||||||||||||||||
| General industrial | |||||||||||||||||
| Oil and gas | |||||||||||||||||
| Power generation | |||||||||||||||||
| Semiconductors | |||||||||||||||||
| Total third-party sales | $ | $ | $ | ||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| | |||||||||||||||||||||||
| Capital Expenditures | |||||||||||||||||||||||
| Sealing Technologies | $ | $ | |||||||||||||||||||||
| Advanced Surface Technologies | |||||||||||||||||||||||
| Total capital expenditures | $ | $ | |||||||||||||||||||||
| Depreciation and Amortization Expense | |||||||||||||||||||||||
| Sealing Technologies | $ | $ | |||||||||||||||||||||
| Advanced Surface Technologies | |||||||||||||||||||||||
| Total depreciation and amortization | $ | $ | |||||||||||||||||||||
Segment assets are as follows:
| March 31, 2026 | December 31, 2025 | ||||||||||
| (in millions) | |||||||||||
| Assets | |||||||||||
| Sealing Technologies | $ | $ | |||||||||
| Advanced Surface Technologies | |||||||||||
| Corporate | |||||||||||
| $ | $ | ||||||||||
14
11. Derivatives and Hedging
We are exposed to foreign currency risks that arise from normal business operations. These risks include the translation of local currency balances on our foreign subsidiaries’ balance sheets, intercompany loans with foreign subsidiaries and transactions denominated in foreign currencies. We strive to control our exposure to these risks through our normal operating activities and, where appropriate, through derivative instruments. We periodically enter into contracts to hedge forecasted transactions that are denominated in foreign currencies. As part of our regular practice, we entered into a forward contract to hedge a 95.0 million Euro exposure on an intercompany note agreement related to proceeds from the sale of our former GGB business, allocated to foreign subsidiaries. As a result of this note, due to the changes in the foreign exchange rate, we recorded a loss of $0.4 million in the first quarter of 2025. This intercompany note and the corresponding foreign exchange contracts were both settled in March 2025. In the first quarter of 2026, we entered into forward contracts to hedge 19.0 million Euro and $23.4 million exposures on an intercompany note.
The foreign exchange contracts were recorded at their fair market value as of March 31, 2026, with changes in market value recorded in income. The earnings impact of any foreign exchange contract that is specifically related to the purchase of inventory is recorded in cost of sales and the changes in market value of all other contracts are recorded in selling, general and administrative expense in the Consolidated Statements of Operations with the exception of our monthly forward contracts to hedge our Euro exposure which are recorded in other expense, net. The balances of foreign exchange derivative assets are recorded in other current assets and the balances of foreign exchange derivative liabilities are recorded in accrued expenses in the Consolidated Balance Sheets.
In May 2019, we entered into cross currency swap agreements (the "Swap") with a notional amount of $100.0 million to manage an increased portion of our foreign currency risk by effectively converting a portion of the interest payments related to our then outstanding fixed-rate USD-denominated Senior Notes due 2026, including the semi-annual interest payments thereunder, to interest payments on the fixed-rate Euro-denominated debt of 89.6 million Euro with a weighted average interest rate of 3.5 %, with interest payment dates of April 15 and October 15 of each year. The Swap agreement matures on October 15, 2026.
During the term of the Swap agreement, we will receive semi-annual payments from the counterparties due to the difference between the interest rate on a notional amount the Senior Notes due 2026 and the interest rate on the Euro debt underlying the Swap. There was no principal exchange at the inception of the arrangement, and there will be no exchange at maturity. At maturity (or earlier at our option), we and the counterparty will settle the Swap agreement at its fair value in cash based on the aggregate notional amount and the then-applicable currency exchange rate compared to the exchange rate at the time the Swap agreement was entered into.
We have designated the Swap as a qualifying hedging instrument and are accounting for it as a net investment hedge. At March 31, 2026, the fair value of the Swap equaled $2.0 million and was recorded within our other (current) liabilities on the Consolidated Balance Sheet. The gains and losses resulting from fair value adjustment to the Swap agreement, excluding interest accruals related to the above receipts, are recorded in accumulated other comprehensive income within our cumulative foreign currency translation adjustment, as the Swap is effective in hedging the designated risk. Cash flows related to the Swap are included in operating activities in the Consolidated Statements of Cash Flows, aside from the ultimate settlement at maturity with the counterparty, which will be included in investing activities.
15
12. Fair Value Measurements
Assets and liabilities measured at fair value on a recurring basis are summarized as follows:
| Fair Value Measurements as of | |||||||||||
| March 31, 2026 | December 31, 2025 | ||||||||||
| (in millions) | |||||||||||
| Assets | |||||||||||
| Deferred compensation assets | $ | $ | |||||||||
| $ | $ | ||||||||||
| Liabilities | |||||||||||
| Deferred compensation liabilities | $ | $ | |||||||||
| Foreign currency derivatives | |||||||||||
| $ | $ | ||||||||||
Our deferred compensation assets and liabilities are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. Our foreign currency derivatives are classified as Level 2 because their value is calculated based upon observable inputs including market USD/Euro exchange rates and market interest rates.
13. Accumulated Other Comprehensive Income (Loss)
Changes in accumulated other comprehensive income by component (after tax) for the three months ended March 31, 2026 are as follows:
| (in millions) | Unrealized Translation Adjustments | Pension Plans | Total | ||||||||||||||||||||
| Beginning balance | $ | $ | $ | ||||||||||||||||||||
| Other comprehensive income before reclassifications | |||||||||||||||||||||||
| Ending balance | $ | $ | $ | ||||||||||||||||||||
Changes in accumulated other comprehensive income (loss) by component (after tax) for the three months ended March 31, 2025 are as follows:
| (in millions) | Unrealized Translation Adjustments | Pension Plans | Total | ||||||||||||||||||||
| Beginning balance | $ | ( | $ | ( | $ | ( | |||||||||||||||||
| Other comprehensive income before reclassifications | |||||||||||||||||||||||
| Actuarial loss reclassified from accumulated other comprehensive income | |||||||||||||||||||||||
| Net current-period other comprehensive income | |||||||||||||||||||||||
| Ending balance | $ | $ | ( | $ | ( | ||||||||||||||||||
16
14. Commitments and Contingencies
General
A description of certain environmental and other legal matters relating to certain of our subsidiaries is included in this section. In addition to the matters noted herein, we are from time to time subject to, and are presently involved in, other litigation and legal proceedings arising in the ordinary course of business. We believe the outcome of such other litigation and legal proceedings will not have a material adverse effect on our financial condition, results of operations and cash flows. Expenses for administrative and legal proceedings are recorded when incurred.
Environmental
Our facilities and operations are subject to federal, state and local environmental and occupational health and safety laws and regulations of the U.S. and foreign countries. We take a proactive approach in our efforts to comply with these laws and regulations as they relate to our manufacturing operations and in proposing and implementing any remedial plans that may be necessary. We also regularly conduct comprehensive environmental, health and safety audits at our facilities to maintain compliance and improve operational efficiency.
Although we believe past operations were in substantial compliance with the then applicable regulations, we or one or more of our subsidiaries are involved with various investigation and remediation activities at 19 sites, all of which relate to the activities of legacy operations prior to the formation of Enpro in 2002. At 9 of the 19 sites, the future cost of investigation or remediation is expected to be less than $0.5 million. At 18 of the 19 sites, one or more of our subsidiaries (or an entity that merged with and into one of our subsidiaries) formerly conducted business operations but no longer do. We continue to conduct manufacturing operations at one site. In addition to these 19 sites, the United States Environmental Protection Agency (the "EPA") has provided us notice that Enpro has potential responsibility at one additional site where one of our subsidiaries formerly conducted business operations but no longer does. We have responded to the EPA that we do not have responsibility at that site and are awaiting the EPA's response.
Our policy is to accrue environmental investigation and remediation costs when it is probable that a liability has been incurred and the amount can be reasonably estimated, which for ongoing remediation activities is typically over a period of five years and includes identified capital expenditures beyond the period. For sites with multiple future projected cost scenarios for identified feasible investigation and remediation options where no one estimate is more likely than all the others, our policy is to accrue the lowest estimate among the range of estimates. The measurement of the liability is based on an evaluation of currently available facts with respect to each individual situation and takes into consideration factors such as existing technology, presently enacted laws and regulations and prior experience in the remediation of similar contaminated sites. Liabilities are established for all sites based on these factors. As assessments and remediation progress at individual sites, these liabilities are reviewed and adjusted to reflect additional technical data and legal information. As of March 31, 2026, and December 31, 2025, we had recorded liabilities aggregating $41.3 million and $42.2 million, respectively, in other liabilities for estimated future expenditures relating to environmental contingencies. The current portion of our aggregate environmental liability included in accrued liabilities at March 31, 2026, was $7.3 million. These amounts have been recorded on an undiscounted basis in the Consolidated Balance Sheets. Given the uncertainties regarding the status of laws, regulations, enforcement policies, the impact of other parties potentially being fully or partially liable, technology and information related to individual sites, we do not believe it is possible to develop an estimate of the range of reasonably possible environmental loss in excess of our recorded liabilities.
We believe that our accruals for specific environmental liabilities are adequate based on currently available information. Based upon limited information regarding any incremental remediation or other actions that may be required at these sites, we cannot reasonably estimate any further loss or a reasonably possible range of loss related to these matters. Actual costs to be incurred in future periods may vary from estimates because of the inherent uncertainties in evaluating environmental exposures due to unknown and changing conditions, changing government regulations and legal standards regarding liability.
Lower Passaic River Study Area
Based on our prior ownership of Crucible Steel Corporation a/k/a Crucible, Inc. (“Crucible”), we may have contingent liabilities in one or more significant environmental matters. One such matter, which is included in the 19 sites referred to above, is the Lower Passaic River Study Area ("LPRSA") of the Diamond Alkali Superfund Site in New Jersey. The LPRSA includes a 17 -mile tidal portion of the Passaic River stretching from the river’s mouth at Newark Bay to Dundee Dam in Garfield, New Jersey. Crucible operated a steel mill abutting the Passaic River in Harrison, New Jersey from the early 1900s until 1974, which was one of many industrial operations on the river dating back to the 1800s. Certain contingent environmental liabilities related to this site were retained by a predecessor of EnPro Holdings when it sold a majority interest in Crucible Materials Corporation
17
(the successor of Crucible) in 1985. The EPA notified our subsidiary in September 2003 that it is a potentially responsible party (“PRP”) for Superfund response actions in the LPRSA.
The EPA is leading the response actions for the LPRSA, which it has divided into two operating units: Operating Unit 2 (“OU2”), covering the lower 8.3 miles of the LPRSA, and Operating Unit 4 (“OU4”), encompassing the entire LPRSA. OU2 is a part of the larger OU4. The EPA issued a Record of Decision (“ROD”) for OU2 in March 2016, selecting a remedy involving construction of an engineered cap over the riverbed at an estimated cost of $1.38 billion. In September 2021, the EPA issued a ROD for OU4, selecting an interim remedy consisting of targeted dredging and capping for the portion of OU4 not including OU2, followed by a monitoring period to assess the river system’s response, at an estimated cost of $441 million.
The EPA also initiated an allocation process in 2017, explaining that a fair, carefully structured, information-based allocation of responsibility for the LPRSA was necessary to promote settlements. This effort resulted in the EPA’s retained allocator issuing a final Allocation Recommendation Report (the “Report”) in December 2020. Using the Report and other factors as a basis for subsequent settlement negotiations, more than 80 PRPs, including EnPro Holdings, entered an agreement with the EPA to resolve their share of responsibility concerning both OU2 and OU4, and a Consent Decree resolving the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA") claims was lodged with the District Court of New Jersey in December 2022. EnPro Holdings paid $5.9 million into escrow as its share of the settlement in September 2022, and the District Court of New Jersey approved and entered the settlement in December 2024. Two non-settling PRPs, Nokia of America Corporation and Occidental Chemical Corporation (“OCC”), the successor to the entity that operated the Diamond Alkali chemical manufacturing facility, intervened and subsequently appealed the court's approval of the settlement. EnPro Holding’s payment will be held in escrow until all appeals have been resolved by the Third Circuit Court of Appeals.
In October 2025, following the announcement that Berkshire Hathaway would be acquiring OCC, OCC notified the Third Circuit that it is now known as Environmental Resource Holdings LLC as a result of a corporate reorganization that split the appellant entity into two entities, Environmental Resource Holdings LLC and Occidental Chemical Corporation (a Texas corporation) ("OxyChem TX"). Certain PRPs, including EnPro Holdings, filed a declaratory judgment action in February 2026 to obtain an order holding the newly formed OxyChem TX is joint and severally liable for its predecessor's CERCLA liabilities at the Diamond Alkali Superfund Site, including the LPRSA. That action is currently pending.
Before the settlement that is now the subject of the pending appeal was reached, OCC filed claims in the U.S. District Court for the District of New Jersey against more than 120 parties, including EnPro Holdings, seeking recovery of certain response costs under the CERCLA. Such costs include an estimated $165 million to develop and design the remedy for the LPRSA. This litigation, which will include consideration of the effect of the settlement on OCC’s cost‑recovery claims, is currently stayed by the Court pending resolution of the appeal described above.
Our reserve for the LPRSA at March 31, 2026 was $0.7 million, which is for work remaining at the site that is not covered by the settlement. Further adjustments to our reserve for the site are possible as new or additional information becomes available.
Except with respect to the LPRSA, we are unable to estimate a reasonably possible range of loss related to any other contingent environmental liability based on our prior ownership of Crucible. See the section entitled “Crucible Steel Corporation a/k/a Crucible, Inc.” in this footnote for additional information.
Arizona Uranium Mines
EnPro Holdings has received notices from the EPA asserting that it is a potentially responsible party under the CERCLA as the successor to a former operator of eight uranium mines in Arizona, including two EPA-designated “priority” mines located in the Cameron Chapter of the Navajo Nation and six EPA-designated “non-priority” mines located in the more remote Bodaway Gap Chapter of the Navajo Nation, which are collectively one of the 19 sites referenced above. The former operator conducted operations at these mines from 1954 to 1957, prior to Enpro's formation in 2002. In the 1990s, remediation work performed by others consisted of capping the exposed areas of these mines. We entered into an Administrative Settlement Agreement and Order on Consent for Interim Removal Action with the EPA effective November 7, 2017 for the investigation and remediation of these mines. We entered into a First Modification of Original Administrative Settlement Agreement and Order on Consent effective July 8, 2022 for the performance of Engineering Evaluations and Cost Analyses (EE/CA's) of potential remedial options at each of the mines. Our reserve at March 31, 2026 for this site was $11.3 million, which reflects estimated costs to consolidate mining waste on-site and construct enhanced caps for each of the eight mines and is the low end of the range of our reasonably likely liability with respect to these mines.
In August 2025, EnPro Holdings completed and submitted draft EE/CAs for the two priority mines located in the Cameron Chapter to the EPA for review, including cost estimates for multiple remedial options for each of the mines. The
18
evaluated remedial options include consolidating and capping mining wastes on site on the low end of reasonably likely liability and excavating and transporting mining waste to an off-site “regional repository” location on the high end of reasonably likely liability. Estimable costs of our reasonably likely liability with respect to the two priority mines range from $3.6 million to $15.9 million based on these two options. The draft EE/CAs that Enpro Holdings submitted to the EPA ranked consolidating and capping mining wastes on site as the most preferred option at each of the two priority mines. The EPA’s review of the draft EE/CAs is ongoing. The accrual for the two priority mines is $3.6 million, which is the low end of the range of our reasonably likely liability.
Investigation of the six non-priority mines in the Bodaway Gap Chapter is ongoing, and we expect to prepare and submit draft EE/CAs to the EPA in the next one to two years. The accrual for the six non-priority mines is set at $7.6 million, which is the low end of the range of our reasonably likely liability with respect to these mines and is based on the remedial option of capping and consolidating wastes on site. The EPA has not identified a potential “regional repository” location for mines in the Bodaway Gap Chapter. Accordingly, we are not able at this time to estimate the upper end of a range of reasonably likely liability with respect to the non-priority mines.
On October 18, 2021, the United States District Court for the District of Arizona approved and entered a Consent Decree pursuant to which the U.S government will reimburse the Company for 35 % of necessary costs of response, as defined in 42 U.S.C. section 9601(25), previously or to be in the future incurred by the Company which arise out of or in connection with releases or threatened releases of hazardous substances at or emanating from these mines. Based on current reserve amounts, we expect future contributions of $3.5 million from the U.S. government towards remediation of these mines. This amount is included in other assets in the accompanying consolidated balance sheet at March 31, 2026.
GGB Industrial Site Remediation Act (ISRA) Investigation and Cleanup
Under the agreement governing the November 2022 sale of GGB to The Timken Company, Enpro retained responsibility for compliance with New Jersey's Industrial Site Remediation Act ("ISRA") with respect to two GGB facilities located in Thorofare, New Jersey, which are collectively one of the 19 sites referenced above. ISRA requires the environmental investigation and remediation of industrial properties in association with the closure, sale or transfer of operations. All work under ISRA must be conducted under the direction of a Licensed Site Remediation Professional (“LSRP”) certified by a state licensing board. On September 9, 2024, the Company’s LSRP submitted Preliminary Assessment and Site Investigation Reports (“PA/SI Reports”) for this site to the state agency, confirming that the preliminary assessment identified, among other things, concentrations of certain per- and polyfluoroalkyl substances (“PFAS”) in soil and groundwater at the site. The PA/SI Reports also include the LSRP’s recommendations to further investigate the PFAS impacts in soil and groundwater at the site. Our reserve at March 31, 2026 for the site was $2.8 million. These reserves are based on currently available facts about the site and may be revised as investigation of the site continues in accordance with the ISRA requirements, or based on future technical consultation with the state agency.
Water Valley
In connection with manufacturing operations of a former division of EnPro Holdings, the Company has been implementing and managing a solution to clean trichloroethylene ("TCE") soil and groundwater contamination at a location in Water Valley, Mississippi (the “Water Valley Facility”). A corporate predecessor of EnPro Holdings operated the Water Valley Facility from 1972 through 1996. By 1987, TCE was no longer used at the Water Valley Facility. In 1996, Enpro Holdings’ corporate predecessor sold the division, including the Water Valley Facility, to BorgWarner. In 2021, BorgWarner sold the Water Valley Facility to Solero Technologies, which currently operates it.
On June 4, 2024, eight former employees at the Water Valley Facility filed a complaint in the United States District Court, Northern District of Mississippi (the “Federal Court”) against Enpro Inc., EnPro Holdings and two manufacturers of TCE or equipment that uses TCE alleging personal injury, nuisance, and other claims related to alleged exposure to TCE. In response to an order of the Federal Court issued on March 17, 2025 dismissing the former employees’ occupational exposure related claims with prejudice based upon the exclusivity of the Mississippi Workers' Compensation Act and identifying defects in the remaining claims, the eight former employees filed an amended complaint with the Federal Court re-alleging certain of their remaining claims on March 31, 2025. On February 23, 2026, these eight plaintiffs filed a notice of voluntary dismissal without prejudice with the Federal Court with respect to these remaining claims against all defendants, including Enpro Inc. and Enpro Holdings, terminating that proceeding.
After that dismissal, between February 24, 2026 and May 4, 2026, thirteen lawsuits have been filed in Yalobusha County Circuit Court in Mississippi (the “Mississippi State Court Proceedings”) by a combined total of 531 alleged former employees at the Water Valley Facility or family members of alleged deceased former employees. Eleven of these Mississippi State Court Proceedings, with a total of 427 plaintiffs, did not name any Enpro entities or subsequent operators of the Water Valley Facility as defendants. Instead, they sued the two alleged manufacturers of TCE or equipment that uses TCE named in the above-described Federal Court, and two individual consultants and six consulting and construction firms alleged to have performed
19
environmental investigation or remediation work at the Water Valley Facility. The claims filed in these eleven lawsuits include product liability, negligence and wrongful death claims based on alleged exposure to TCE at the Water Valley Facility. It is uncertain whether any party to these eleven lawsuits may seek to assert claims against Enpro Inc., EnPro Holdings or any other Enpro entity in those proceedings. The two remaining lawsuits included in the Mississippi State Court Proceedings were filed by 104 plaintiffs and are substantially similar to the other eleven lawsuits, except that they add the Company and certain of its affiliates, Enpro Holdings, OldCo LLC and Coltec, Inc., as well as Goodrich Corporation, as defendants and assert two claims– public nuisance and negligence – against the Company and these additional defendants. In addition, legal counsel for certain of these former employees have previously indicated to the Company's legal counsel that they have identified a significant number of potential claimants who are not current or former employees of the Water Valley Facility for whom they may file complaints, which would not be subject to the workers' compensation system. At this time, the Company does not have further information regarding potential non-employee claimants and no such additional lawsuits have been filed.
From May 28, 2025 through August 27, 2025, 150 individuals, including the eight former employees who filed the amended complaint in Federal Court described above, filed petitions with the Mississippi Workers’ Compensation Commission alleging that they are former employees at the Water Valley Facility and suffered injury caused by workplace exposure to toxic chemicals. These claimants allegedly worked at the Water Valley Facility for varying periods spanning from prior to 1972 to present. These petitions name EnPro Holdings’ corporate predecessor and certain of the subsequent operators of the Water Valley Facility as potentially liable employers, and one of these employers, BorgWarner, has sent a demand for indemnification to Enpro with respect to these claims. The discovery process for these workers' compensation petitions is ongoing and is in early stages. No final hearing date has been set for any of the petitions.
Given the early stage of these pending legal proceedings, Enpro cannot estimate a range of reasonably possible outcomes of the pending workers' compensation petitions, or any other potential lawsuits or claims based on similar allegations. Enpro had not accrued reserves for such legal proceedings at March 31, 2026. We have notified relevant workers' compensation and general liability insurers of the claims and petitions described above.
Our reserve at March 31, 2026 for the Water Valley Facility for ongoing cleanup and monitoring costs and operation of a permanent vapor intrusion remediation system was $7.7 million.
Pine Bluff
For several years, EnPro Holdings has been conducting investigation and remediation activities to address TCE contamination in groundwater and areas of polychlorinated biphenyl (“PCB”) oil-impacted soil at an electrical transformer facility site in Pine Bluff, Arkansas (the “Pine Bluff Site”). A corporate predecessor of EnPro Holdings operated the site from the 1950s until its sale in 1994 to a buyer that continues to manufacture electrical transformers there. As the corporate successor to the former owner and operator, EnPro Holdings remains responsible for environmental conditions that existed prior to the sale.
In addition to the ongoing operation of a “pump and treat” groundwater remediation system, the reserves for the Pine Bluff Site include projected costs for implementing in situ chemical reduction to further address groundwater contamination; evaluating whether the groundwater plume may be affecting indoor air quality within on-site structures and, if necessary, mitigating any confirmed vapor intrusion; conducting additional investigation and monitoring of off-site impacts; and continuing to address PCB oil impacts to on‑site soils. Our reserve at March 31, 2026 for the site was $6.9 million.
Other Environmental
In addition to the five sites discussed above, we have additional reserves of $11.8 million for the remaining 14 sites. These amounts represent a reasonable estimate of our probable future costs to remediate these sites given the facts and circumstances known at March 31, 2026.
Crucible Steel Corporation a/k/a Crucible, Inc.
Crucible, which was engaged primarily in the manufacture and distribution of high technology specialty metal products, was a wholly owned subsidiary of EnPro Holdings until 1983 when its assets and liabilities were distributed to a new subsidiary, Crucible Materials Corporation. EnPro Holdings sold a majority of the outstanding shares of Crucible Materials Corporation in 1985 and divested its remaining minority interest in 2004. Crucible Materials Corporation filed for Chapter 11 bankruptcy protection in May 2009 and is no longer conducting operations.
We have certain ongoing obligations, which are included in other liabilities in our Consolidated Balance Sheets, including workers’ compensation, retiree medical and other retiree benefit matters, in addition to those mentioned previously related to EnPro Holdings' period of ownership of Crucible. Based on EnPro Holdings' prior ownership of Crucible, we may have certain additional contingent liabilities, including liabilities in one or more significant environmental matters included in
20
the matters discussed in “Environmental” above. Except with respect to those matters for which we have an accrued liability as discussed in "Environmental" above, we are unable to estimate a reasonably possible range of loss related to these contingent liabilities.
Warranties
We provide warranties on many of our products. The specific terms and conditions of these warranties vary depending on the product and the market in which the product is sold. We record a liability based upon estimates of the costs we may incur under our warranties after a review of historical warranty experience and information about specific warranty claims. Adjustments are made to the liability as claims data, historical experience, and trends result in changes to our estimate.
Changes in the product warranty liability for the three months ended March 31, 2026 and 2025 are as follows:
| 2026 | 2025 | ||||||||||
| (in millions) | |||||||||||
| Balance at beginning of year | $ | $ | |||||||||
| Net charges to expense | |||||||||||
| Settlements made | ( | ( | |||||||||
| Balance at end of period | $ | $ | |||||||||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following is management’s discussion and analysis of certain significant factors that have affected our financial condition, cash flows and operating results during the periods included in the accompanying unaudited consolidated financial statements and the related notes. You should read this in conjunction with those financial statements and the audited consolidated financial statements and related notes included in our annual report on Form 10-K for the fiscal year ended December 31, 2025.
Forward-Looking Information
This quarterly report on Form 10-Q includes statements that reflect projections or expectations of the future financial condition, results of operations and business of Enpro that are subject to risk and uncertainty. We believe those statements to be “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. When used in this report, the words “may,” “hope,” “will,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” and other expressions generally identify forward-looking statements.
We cannot guarantee actual results or events will not differ materially from those projected, estimated, assigned or anticipated in any of the forward-looking statements contained in this report. Important factors that could result in those differences include those specifically noted in the forward-looking statements and those identified in Item 1A, “Risk Factors” of our annual report on Form 10-K for the year ended December 31, 2025, and in Part II, Item 1 of this quarterly report on Form 10-Q which include:
•economic conditions in the markets served by our businesses and the businesses of our customers, some of which are cyclical and experience periodic downturns and may be affected by the imposition or threat of imposition of tariffs;
•the impact of geopolitical activity on those markets, including instabilities associated with the armed conflicts in the Middle East, the armed conflict in Ukraine, and any conflict or threat of conflict that may affect Taiwan;
•uncertainties with respect to the imposition, or threat of imposition, of government tariffs, and retaliatory tariffs announced in response thereto;
•uncertainties with respect to the imposition of government embargoes, such as “anti-dumping” duties applicable to classes of products, and import or export licensing requirements, as well as the imposition of trade sanctions against a class of products imported from or sold and exported to, or the loss of “normal trade relations” status with, countries in which we conduct business, which could significantly increase our cost of products or otherwise reduce our sales and harm our business;
21
•uncertainties with respect to prices and availability of raw materials, including as a result of instabilities from geopolitical conflicts and the imposition of tariffs;
•uncertainties with respect to our ability to achieve anticipated growth within the semiconductor, life sciences, and other technology-enabled markets, including uncertainties with respect to the timing of completion of our new Arizona facility;
•the impact of fluctuations in relevant foreign currency exchange rates or unanticipated increases in applicable interest rates;
•unanticipated delays or problems in introducing new products;
•the impact of any labor disputes;
•announcements by competitors of new products, services or technological innovations;
•changes in our pricing policies or the pricing policies of our competitors;
•risks related to the reliance of our Advanced Surface Technologies segment on a small number of significant customers and the geographic concentration of those customers;
•uncertainties with respect to our ability to identify and complete business acquisitions consistent with our strategy and to successfully integrate any businesses that we acquire; and
•uncertainties with respect to the amount of any payments required to satisfy contingent liabilities, including those related to discontinued operations, other divested businesses and discontinued operations of our predecessors, including liabilities for certain products, environmental matters, employee benefit and statutory severance obligations and other matters.
We caution investors not to place undue reliance on our forward-looking statements, which speak only as of the date on which such statements were made.
Whenever you read or hear any subsequent written or oral forward-looking statements attributed to us or any person acting on our behalf, you should keep in mind the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.
Non-GAAP Financial Information
In our discussion of our outlook and results of operations, we utilize financial measures that have not been prepared in conformity with generally accepted accounting principles in the United States ("GAAP"). They include adjusted net income, adjusted diluted earnings per share, adjusted earnings before interest, taxes, depreciation, and amortization ("adjusted EBITDA"), and total adjusted segment EBITDA. Tables showing the reconciliation of these non-GAAP financial measures to the comparable GAAP measures are included in "— Results of Operations" and "—Reconciliations of Non-GAAP Financial Measures to the Comparable GAAP Measures"
We believe these non-GAAP metrics are commonly used financial measures for investors to evaluate our operating performance and, when read in conjunction with our consolidated financial statements, present a useful tool to evaluate our ongoing operations and performance from period to period. In addition, these non-GAAP measures are some of the factors we use in internal evaluations of the overall performance of our businesses. We acknowledge that there are many items that impact our reported results and the adjustments reflected in these non-GAAP measures are not intended to present all items that may have impacted these results. In addition, these non-GAAP measures we use are not necessarily comparable to similarly titled measures used by other companies.
Overview
Overview. Enpro is a leading-edge industrial technology company focused on critical applications across a diverse group of growing end markets such as semiconductor, industrial process, commercial vehicle, sustainable power generation, aerospace, food and pharmaceuticals, photonics, and life sciences. We have 15 primary manufacturing and service facilities located in 8 countries, including the United States. Enpro is a leader in applied engineering and designs, develops, manufactures, and markets proprietary, value-added products and solutions that safeguard a variety of critical environments.
Over the past several years, we have executed several strategic initiatives to focus the portfolio of businesses where we offer proprietary, industrial technology-related products and solutions with high barriers to entry, compelling margins, strong cash flow, and perpetual recurring/aftermarket revenue in markets with favorable secular tailwinds.
22
We manage our business as two segments: a Sealing Technologies segment and an Advanced Surface Technologies segment.
Our Sealing Technologies segment engineers and manufactures value-added products and solutions that safeguard a variety of critical environments, including: metallic, non-metallic and composite material gaskets; dynamic seals; compression packing; elastomeric components; custom-engineered mechanical seals used in diverse applications; hydraulic components; test, measurement and sensing applications; sanitary gaskets; hoses and fittings for hygienic process industries; fluid transfer products for the pharmaceutical and biopharmaceutical industries; and commercial vehicle solutions used in wheel-end and suspension components that customers rely upon to ensure safety on our roadways.
These products are used in a variety of markets, including chemical and petrochemical processing, nuclear energy, hydrogen, natural gas, food and biopharmaceutical processing, primary metal manufacturing, mining, water and waste treatment, commercial vehicle, aerospace (including commercial space), medical, filtration and semiconductor fabrication. In all these industries, the performance and durability of our proprietary products and solutions are vital for the safety and environmental protection of our customers’ processes. Many of our products and solutions are used in highly demanding applications, often in harsh environments, where the cost of failure is extremely high relative to the cost of our offerings to our customers. These environments include those where extreme temperatures, extreme pressures, corrosive agents, strict tolerances, or worn equipment create challenges for product performance. Sealing Technologies offers customers widely recognized applied engineering, innovation, process know- how and enduring reliability, driving a lasting aftermarket for many of our products and solutions.
Our Advanced Surface Technologies ("AST") segment applies proprietary technologies, processes, and capabilities to deliver a highly differentiated suite of products and solutions for challenging applications in high-growth markets. The segment’s products and solutions are used in demanding environments requiring performance, precision and repeatability, with a low tolerance for failure. AST’s products and solutions include: (i) cleaning, coating, testing, refurbishment and verification for critical components and assemblies used in semiconductor manufacturing equipment, with meaningful exposures to state-of-the-art, advanced node chip applications; (ii) designing, manufacturing and selling specialized optical filters and proprietary thin-film coatings for the most challenging applications in the industrial technology, life sciences, and semiconductor markets; (iii) engineering and manufacturing complex front-end wafer processing sub-systems and new and refurbished electrostatic chuck pedestals for the semiconductor equipment industry; and (iv) engineering and manufacturing edge-welded metal bellows for the semiconductor equipment industry and critical applications in the space, aerospace and defense markets. In many instances, AST capabilities drive products and solutions that enable the performance of our customers’ high-value processes through an entire life cycle.
Acquisitions. On October 8, 2025, Enpro acquired all of the equity of Overlook Industries, Inc. ("Overlook"). Overlook, which is located in Easthampton, Massachusetts, specializes in the design and fabrication of single-use technologies and other critical componentry for biopharmaceutical production processes.
On November 14, 2025, we acquired all of the equity interests in AlpHa Measurement Holdings, LLC (“AlpHa”). AlpHa, together with its wholly-owned direct and indirect subsidiaries (i) VL Acquisition Co., a Delaware corporation, (ii) AlpHa Measurement Solutions, LLC, a Texas limited liability company, (iii) Aurora Scientific Instruments (Shanghai) Co., Ltd., a company organized under the Laws of the PRC, and (iv) VATCO, LLC, a Texas limited liability company, is a Houston, Texas-based leading provider of liquid analytical sensing technologies and instrumentation for the measurement of key
23
parameters for liquid processes. AlpHa and its subsidiaries serve customers across a diverse set of end-markets, including industrial process control, water and wastewater, laboratory, and environmental monitoring.
Highlights. Financial highlights for the three months ended March 31, 2026 and March 31, 2025 are as follows:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| (in millions, except per share data) | |||||||||||||||||||||||
| Net sales | $ | 303.0 | $ | 273.2 | |||||||||||||||||||
| Net income | $ | 27.4 | $ | 24.5 | |||||||||||||||||||
| Diluted earnings per share | $ | 1.29 | $ | 1.15 | |||||||||||||||||||
Adjusted net income1 | $ | 45.6 | $ | 40.3 | |||||||||||||||||||
Adjusted diluted earnings per share1 | $ | 2.14 | $ | 1.90 | |||||||||||||||||||
Adjusted EBITDA 1 | $ | 76.4 | $ | 67.8 | |||||||||||||||||||
1 A reconciliation of non-GAAP measures to their respective GAAP measure is located in the Reconciliation of Non-GAAP Financial Measures to the Comparable GAAP Measure at the end of this section.
24
Results of Operations
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Sales | |||||||||||||||||||||||
| Sealing Technologies | $ | 199.0 | $ | 179.6 | |||||||||||||||||||
| Advanced Surface Technologies | 104.2 | 93.8 | |||||||||||||||||||||
| 303.2 | 273.4 | ||||||||||||||||||||||
| Intersegment sales | (0.2) | (0.2) | |||||||||||||||||||||
| Net sales | $ | 303.0 | $ | 273.2 | |||||||||||||||||||
| Net income | $ | 27.4 | $ | 24.5 | |||||||||||||||||||
| Adjusted Segment EBITDA | |||||||||||||||||||||||
| Sealing Technologies | $ | 64.6 | $ | 58.7 | |||||||||||||||||||
| Advanced Surface Technologies | 24.3 | 20.5 | |||||||||||||||||||||
| Total Adjusted Segment EBITDA | $ | 88.9 | $ | 79.2 | |||||||||||||||||||
| Reconciliations of Net Income to Adjusted Segment EBITDA | |||||||||||||||||||||||
| Net income | $ | 27.4 | $ | 24.5 | |||||||||||||||||||
| Income tax expense | (6.5) | (7.8) | |||||||||||||||||||||
| Income before income taxes | 33.9 | 32.3 | |||||||||||||||||||||
| Acquisition expenses | 1.0 | 0.2 | |||||||||||||||||||||
| Amortization of the fair value adjustment to acquisition date inventory | 3.2 | — | |||||||||||||||||||||
| Restructuring expense | — | 0.7 | |||||||||||||||||||||
| Depreciation and amortization expense | 27.5 | 25.2 | |||||||||||||||||||||
| Corporate expenses | 13.7 | 11.3 | |||||||||||||||||||||
| Interest expense, net | 8.8 | 8.0 | |||||||||||||||||||||
| Other expense | 0.8 | 1.5 | |||||||||||||||||||||
| Adjusted Segment EBITDA | $ | 88.9 | $ | 79.2 | |||||||||||||||||||
We measure operating performance of our reportable segments based on segment earnings before interest, income taxes, depreciation, amortization, and other selected items ("Adjusted Segment EBITDA" or "Segment AEBITDA"), which is segment revenue reduced by operating expenses and other costs identifiable with the segment, excluding acquisition expenses, restructuring costs, net of gains on restructuring-related sales of assets, amortization of the fair value adjustment to acquisition date inventory, and depreciation and amortization. Adjusted Segment EBITDA is not defined under GAAP and may not be comparable to similarly titled measures used by other companies. Corporate expenses include general corporate administrative costs. Corporate expenses also include $1.2 million of restructuring expense for the three months ended March 31, 2026. Segment non-operating expenses and income, corporate expenses, net interest expense, and income taxes are not included in the computation of Adjusted Segment EBITDA. The accounting policies of the reportable segments are the same as those for Enpro.
Other expense in the table above represents other expense (non-operating) on our Consolidated Statements of Operations for the respective periods presented.
25
Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025
Sales of $303.0 million in the first three months of 2026 increased 10.9% from $273.2 million last year. The following table summarizes the impact of an acquisition and foreign currency on segment sales:
| Sales | Percent Change Three Months Ended March 31, 2026 vs. Three Months Ended March 31, 2025 | |||||||||||||||||||||||||
| increase/(decrease) | Organic | Acquisition | Foreign Currency | Total | ||||||||||||||||||||||
| Enpro Inc. | 3.5 | % | 5.3 | % | 2.1 | % | 10.9 | % | ||||||||||||||||||
| Sealing Technologies | (0.4) | % | 8.1 | % | 3.1 | % | 10.8 | % | ||||||||||||||||||
| Advanced Surface Technologies | 11.1 | % | — | % | — | % | 11.1 | % | ||||||||||||||||||
Discussion of year-over-year operating performance for each segment for the first three months of 2026:
Sealing Technologies: Sales of $199.0 million in the first three months of 2026 increased 10.8% compared to $179.6 million in the prior-year period. Excluding favorable foreign exchange translation ($5.7 million) and contribution from acquisitions completed in the fourth quarter of 2025 ($14.4 million), sales were down 0.4%, or $0.7 million. Pricing and mix ($5.9 million), as well as strength in space, nuclear solutions, and compositional analysis applications, largely offset continued weak demand in commercial vehicle and slow general industrial markets internationally. Domestic general industrial and food and biopharmaceutical demand remained firm.
Adjusted Segment EBITDA of $64.6 million in the first three months of 2026 increased 10.1%, or $5.9 million, from $58.7 million prior year. Adjusted Segment EBITDA margin of 32.5% in the first three months of 2026 was relatively flat compared to the prior year. Excluding the favorable foreign exchange translation ($2.0 million) and contribution from acquisitions completed in the fourth quarter of 2025 ($3.2 million), Adjusted Segment EBITDA increased 1.2%, or $0.7 million. Favorable pricing and mix offset lower sales volume.
Advanced Surface Technologies: Sales of $104.2 million in the first three months of 2026 increased 11.1%, or $10.4 million, compared to $93.8 million in the prior-year period, reflecting continued strength in precision cleaning solutions serving the leading edge, strengthening demand for semiconductor capital equipment, and firm demand in optical coatings.
Adjusted Segment EBITDA of $24.3 million in the first three months of 2026 increased 18.5%, or $3.8 million, from $20.5 million in the comparable period of 2025. Adjusted Segment EBITDA margin of 23.3% was up from 21.9% last year driven primarily by the sales increase.
Corporate expenses for the first three months of 2026 of $13.7 million increased $2.4 million compared to last year primarily due to $1.2 million of restructuring costs incurred in the first quarter of 2026 and increased incentive compensation accruals.
Interest expense, net in the first three months of 2026 increased by $0.8 million compared to the first three months of 2025 primarily driven by lower interest income in 2026.
Other expense in the first three months of 2026 decreased $0.7 million compared to the same period last year, primarily due to lower non-service pension related costs as a result of the termination of our U.S. defined benefit pension plan at the end of 2025.
The effective tax rates for the three months ended March 31, 2026 and 2025 were 19.2% and 24.3%, respectively. The effective tax rate for the three months ended March 31, 2026 is lower than the U.S. Federal tax rate primarily driven by additional tax benefit related to share-based payments, partially offset by higher tax rates in most foreign jurisdictions. The effective tax rate for the three months ended March 31, 2025 is higher than the U.S. Federal tax rate primarily driven by higher tax rates in most foreign jurisdictions, partially offset by additional tax benefit related to share-based payment awards.
Net income was $27.4 million, or $1.29 per share, in the first three months of 2026 compared to $24.5 million, or $1.15 per share, in the first three months of 2025. Earnings per share is expressed on a diluted basis.
26
Backlog
As of March 31, 2026, the aggregate amount of transaction price of remaining performance obligations, or backlog, on a consolidated basis was $357.7 million. Approximately 94% of these obligations are expected to be satisfied within one year. There is no certainty these orders will result in actual sales at the times or in the amounts ordered. In addition, for most of our business, backlog is not particularly predictive of future performance due to shorter lead times for our leading-edge aftermarket or recurring solutions across both segments and some seasonality.
Liquidity and Capital Resources
Cash requirements for, but not limited to, working capital, capital expenditures, acquisitions, and debt repayments have been funded from cash balances on hand, revolver borrowings and cash generated from operations. We are proactively pursuing acquisition opportunities. Should we need additional capital, we have resources available, which are discussed in this section under the heading “Capital Resources.”
As of March 31, 2026, we held $9.2 million of cash and cash equivalents in the United States and $70.0 million of cash outside of the United States. If the funds held outside the United States were needed for our operations in the U.S., we have several methods to repatriate without significant tax effects, including repayment of intercompany loans, distributions subject to a 100 percent dividends-received deduction for income tax purposes, or distributions of previously-taxed earnings. In the first quarter of 2026, we transferred $50.0 million from our foreign subsidiaries to their U.S. parent entity via an intercompany loan, and the funds were used to partially pay down the outstanding balance on our revolving credit facility.
Because of the transition tax, GILTI, and Subpart F provisions, undistributed earnings of our foreign subsidiaries have already been subjected to U.S. income tax or are eligible for the 100 percent dividends-received deduction under Section 245A of the Internal Revenue Code (“IRC”). We do not intend to distribute foreign earnings that will be subject to any significant incremental U.S. or foreign tax. During the first three months of 2026, there were no earnings repatriated from our foreign subsidiaries, therefore no foreign withholding taxes were incurred. We have determined that estimating any tax liability on our investment in foreign subsidiaries is not practical. Therefore, we have not recorded any deferred tax liability on undistributed earnings of foreign subsidiaries.
Cash Flows
Operating activities provided $39.6 million of cash in the first three months of 2026 and $21.0 million of cash in the first three months of 2025. The year-over-year increase was primarily driven by lower income tax payments (net of refunds), efficient working capital management, and higher net income.
Investing activities used $8.6 million of cash in the first three months of 2026 compared to $9.4 million of cash used in investing activities in the first three months of last year as the redemption of a short-term investment offset higher cash capital expenditures in the first three months of 2026.
Financing activities used $66.2 million of cash in the first three months of 2026 compared to $13.3 million in the first three months of 2025. The increase was driven primarily by the repayment of $50.0 million on our revolving credit facility in March 2026 funded by intercompany loans from our foreign subsidiaries.
Capital Resources and Uses
Senior Secured Credit Facilities. On April 9, 2025, we entered into a Second Amendment to Third Amended and Restated Credit Agreement dated as of April 9, 2025 (the “Amended Credit Facility Agreement”) among the Company and our subsidiary, EnPro Holdings, Inc. ("EnPro Holdings"), as borrowers, certain foreign subsidiaries of the Company from time to time party thereto, as designated borrowers, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. The Amended Credit Facility Agreement amended the agreement then governing our senior secured credit facilities and provides for a senior secured revolving credit facility of up to $800.0 million (the “Revolving Credit Facility”), which will mature on April 9, 2030. On April 9, 2025, in connection with our entry into the Amended Credit Facility Agreement, we repaid the remaining outstanding principal amount of term loan borrowings outstanding under the agreement governing our senior secured credit facilities prior to such amendment, funded by borrowings under the Revolving Credit Facility and $59.8 million of available cash.
The Amended Credit Facility Agreement provides that we may seek incremental term loans and/or additional revolving credit commitments in an amount equal to the greater of $275.0 million and 100% of consolidated EBITDA for the most
27
recently ended four-quarter period for which we have reported financial results, plus additional amounts based on a consolidated senior secured leverage ratio. Any incremental term loans will be subject to prepayment with the net cash proceeds of non-permitted debt issuances and with the net cash proceeds of certain asset sales and casualty or condemnation events not reinvested in our business or applied to prepay such term loans within a specified period. Borrowings under the Revolving Credit Facility, at our option, bear interest at either (1) an alternate base rate (the highest of (a) the federal funds effective rate plus 0.50%, (b) the prime rate of Bank of America, N.A., and (c) the one-month Term SOFR rate plus 1.00%) or (2) the Term SOFR rate for the applicable interest period plus, in each case, an applicable margin percentage, which initially is 1.375% for Term SOFR borrowings and 0.375% for alternate base rate borrowings and is subject to incremental increase or decrease based on a consolidated total net leverage ratio. In addition, a commitment fee accrues with respect to the unused amount of the Revolving Credit Facility at an annual rate of 0.175% initially, which rate is also subject to incremental increase or decrease based on a consolidated total net leverage ratio.
Enpro Inc. and EnPro Holdings are the permitted borrowers under the Amended Credit Facility Agreement. We have the ability to add wholly owned foreign subsidiaries as borrowers under the Revolving Credit Facility. Each of our domestic, consolidated subsidiaries (subject to certain exclusions) is required to guarantee the obligations of the borrowers under the Amended Credit Facility Agreement and, subject to the permitted exceptions, each of the Company’s existing domestic subsidiaries has entered into the Amended Credit Facility Agreement to provide such a guarantee.
Collateral. Borrowings under the Amended Credit Facility Agreement are secured by a first priority pledge of the following assets:
•100% of the capital stock of each domestic, consolidated subsidiary of Enpro Inc.;
•65% of the capital stock of any first tier foreign subsidiary of Enpro Inc. and its domestic subsidiaries (subject to certain exclusions); and
•substantially all of the assets (including, without limitation, machinery and equipment, inventory and other goods, accounts receivable, bank accounts, general intangibles, financial assets, investment property, license rights, patents, trademarks, trade names, copyrights, chattel paper, insurance proceeds, contract rights, hedge agreements, documents, instruments, indemnification rights, tax refunds and cash, but excluding real estate interests) of Enpro Inc. and the subsidiary guarantors.
Financial Covenants. The Amended Credit Facility Agreement contains certain financial covenants and required financial ratios, including:
•a maximum consolidated total net leverage ratio of not more than 4.0 to 1.0 (with total debt, for the purposes of such ratio, to be net of unrestricted cash of Enpro Inc. and its consolidated subsidiaries), which ratio may be increased (up to three times) at the borrowers’ option to not more than 4.5 to 1.0 for the four-quarter period following a significant acquisition; and
•a minimum consolidated interest coverage ratio of at least 2.5 to 1.0.
Affirmative and Negative Covenants. The Amended Credit Facility Agreement contains affirmative and negative covenants (subject, in each case, to customary exceptions and qualifications), including covenants that limit our ability to, among other things:
• grant liens on our assets;
• incur additional indebtedness (including guarantees and other contingent obligations);
• make certain investments (including loans and advances);
• merge or make other fundamental changes;
• sell or otherwise dispose of property or assets;
• pay dividends and other distributions and prepay certain indebtedness;
• make changes in the nature of our business;
• enter into transactions with our affiliates;
• enter into burdensome contracts; and
28
• modify or terminate documents related to certain indebtedness.
Events of Default. The Amended Credit Facility Agreement contains events of default including, but not limited to, nonpayment of principal or interest, violation of covenants, breaches of representations and warranties, cross-default to other debt, bankruptcy and other insolvency events, material judgments, certain ERISA events, actual or asserted invalidity of loan documentation, certain changes of control of Enpro Inc. and the invalidity of subordination provisions of subordinated indebtedness.
Availability and Compliance. The borrowing availability under our Revolving Credit Facility at March 31, 2026 was $630.6 million after giving consideration to $9.4 million of outstanding letters of credit and $160.0 million of outstanding borrowings. We were in compliance with all covenants of the Amended Credit Facility Agreement as of March 31, 2026.
Senior Notes. On May 29, 2025, we completed the offering of $450 million in aggregate principal amount of 6.125% Senior Notes due 2033 (the “Senior Notes”). The Senior Notes were issued to investors at 100% of the principal amount thereof. The Senior Notes are unsecured, unsubordinated obligations of Enpro Inc. and mature on June 1, 2033. Interest on the Senior Notes accrues at a rate of 6.125% per annum and is payable semi-annually in cash in arrears on June 1 and December 1 of each year, commencing December 1, 2025. The Senior Notes are required to be guaranteed on a senior unsecured basis by each of Enpro’s existing and future direct and indirect domestic subsidiaries that is a borrower under, or guarantees, our indebtedness under the Revolving Credit Facility or guarantees any other Capital Markets Indebtedness (as defined in the indenture governing the Senior Notes) of Enpro or any of the guarantors above a specified threshold. We may, on any one or more occasions, redeem all or a part of the Senior Notes at specified redemption prices plus accrued and unpaid interest.
The indenture governing the Senior Notes includes covenants that restrict our ability, subject to specified exceptions and qualifications set forth in the indenture, to incur liens on assets, engage in certain asset sales, including sale and leaseback transactions, and merge, consolidate, transfer or dispose of all or substantially all assets. The indenture further requires us to offer to repurchase the Senior Notes at a price equal to 100.0% of the principal amount thereof plus accrued and unpaid interest, in the event that the net cash proceeds of certain asset sales are not reinvested in acquisitions, capital expenditures, or used to repay or otherwise reduce specified indebtedness within a specified period, to the extent the remaining net proceeds exceed a specified amount.
Each holder of the Senior Notes may require us to repurchase some or all of the Senior Notes held by such holder for cash upon the occurrence of a defined “change of control” event. Our ability to redeem the Senior Notes prior to maturity is subject to certain conditions, including in certain cases the payment of make-whole amounts.
We applied a portion of the net proceeds from the sale of the Senior Notes to fund the redemption on June 12, 2025 of all of our outstanding 5.75% Senior Notes due 2026 (having an aggregate principal amount of $350 million) at a redemption price equal to 100% of the aggregate principal amount thereof, plus accrued but unpaid interest to, but not including, the redemption date.
At March 31, 2026, we were in compliance with all of the covenants of the indenture governing the Senior Notes.
Enpro’s board of directors approved a two-year share repurchase authorization in October 2024, replacing the previous $50.0 million authorization that expired in October 2024. No shares have been purchased under the prior or current repurchase authorization. Under the replacement authorization, which, other than the expiration date, is identical to the prior authorization, the Company may repurchase up to $50.0 million of shares in both open market and privately negotiated transactions. The Company’s management is authorized to determine the timing and amount of any such repurchases based on its evaluation of market conditions, capital alternatives, and other factors. Repurchases may also be made under Rule 10b5-1 plans, which could result in the repurchase of shares during periods when the Company otherwise would be precluded from doing so under insider trading laws.
Critical Accounting Estimates
Please refer to "Critical Accounting Estimates" in "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our annual report on Form 10-K for the fiscal year ended December 31, 2025, for a discussion of our critical accounting estimates, which is incorporated here by reference.
29
Contingencies
A description of our contingencies is included in Note 14 to the Consolidated Financial Statements in this report, which is incorporated herein by reference.
Reconciliations of Non-GAAP Financial Measures to the Comparable GAAP Measures
We believe that it would be helpful to the readers of the financial statements to understand the impact of certain selected items on our reported net income and diluted earnings per share, including items that may recur from time to time. The items adjusted for in these non-GAAP financial measures are those that are excluded by management in budgeting or projecting for performance in future periods, as they typically relate to events specific to the period in which they occur. Accordingly, these are some of the factors the company uses in internal evaluations of the overall performance of its businesses. In addition, management believes these non-GAAP financial measures are commonly used financial measures for investors to evaluate the company’s operating performance and, when read in conjunction with the company’s consolidated financial statements, present a useful tool to evaluate the company’s ongoing operations and performance from period to period. Management acknowledges that there are many items that impact a company’s reported results and the adjustments reflected in these non-GAAP financial measures are not intended to present all items that may have impacted these results. In addition, these non-GAAP measures are not necessarily comparable to similarly titled measures used by other companies.
A reconciliation of (i) net income to adjusted net income, including on a per share basis, and (ii) net income to adjusted EBITDA for the three months ended March 31, 2026 and 2025 as set forth below.
30
Reconciliation of Net Income to Adjusted Net Income and Adjusted Diluted Earnings Per Share
| Three Months Ended March 31, | ||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||
| (in millions, except per share amounts) | $ | Average common shares outstanding, diluted | Per Share | $ | Average common shares outstanding, diluted | Per Share | ||||||||||||||||||||
| Net income | $ | 27.4 | 21.3 | $ | 1.29 | $ | 24.5 | 21.2 | $ | 1.15 | ||||||||||||||||
| Income tax expense | 6.5 | 7.8 | ||||||||||||||||||||||||
| Income before income taxes | 33.9 | 32.3 | ||||||||||||||||||||||||
| Adjustments from selling, general, and administrative: | ||||||||||||||||||||||||||
| Acquisition expenses | 1.0 | 0.2 | ||||||||||||||||||||||||
| Amortization of acquisition-related intangible assets | 20.6 | 19.1 | ||||||||||||||||||||||||
| Adjustments from other operating expense and cost of sales: | ||||||||||||||||||||||||||
| Restructuring expense | 1.2 | 0.6 | ||||||||||||||||||||||||
| Amortization of the fair value adjustment to acquisition date inventory | 3.2 | — | ||||||||||||||||||||||||
| Adjustments from other non-operating expense: | ||||||||||||||||||||||||||
| Costs associated with previously disposed businesses | 0.6 | 0.3 | ||||||||||||||||||||||||
| Pension expense - non-service cost | 0.1 | 0.8 | ||||||||||||||||||||||||
| Other adjustments: | ||||||||||||||||||||||||||
| Other | 0.2 | 0.4 | ||||||||||||||||||||||||
| Adjusted income before income taxes | 60.8 | 53.7 | ||||||||||||||||||||||||
| Adjusted income tax expense | (15.2) | (13.4) | ||||||||||||||||||||||||
| Adjusted net income | $ | 45.6 | 21.3 | $ | 2.14 | 1 | $ | 40.3 | 21.2 | $ | 1.90 | 1 | ||||||||||||||
1Adjusted diluted earnings per share.
The adjusted income tax expense presented above is calculated using a normalized company-wide effective tax rate excluding discrete items of 25.0%.
31
Reconciliation of Net Income to Adjusted EBITDA
| Three Months Ended | |||||||||||||||||
| March 31, | |||||||||||||||||
| (in millions) | 2026 | 2025 | |||||||||||||||
| Net income | $ | 27.4 | $ | 24.5 | |||||||||||||
| Adjustments to arrive at earnings before interest, income taxes, depreciation, amortization, and other selected items (Adjusted EBITDA): | |||||||||||||||||
| Interest expense, net | 8.8 | 8.0 | |||||||||||||||
| Income tax expense | 6.5 | 7.8 | |||||||||||||||
| Depreciation and amortization expense | 27.5 | 25.2 | |||||||||||||||
| Restructuring expense | 1.2 | 0.6 | |||||||||||||||
| Costs associated with previously disposed businesses | 0.6 | 0.3 | |||||||||||||||
| Acquisition expenses | 1.0 | 0.2 | |||||||||||||||
| Pension expense - non-service cost | 0.1 | 0.8 | |||||||||||||||
| Amortization of the fair value adjustment to acquisition date inventory | 3.2 | — | |||||||||||||||
| Other | 0.1 | 0.4 | |||||||||||||||
| Adjusted EBITDA | $ | 76.4 | $ | 67.8 | |||||||||||||
Adjusted EBITDA as presented in the table above also represents the amount defined as "EBITDA" under the Indenture.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to certain market risks as part of our ongoing business operations, including risks from changes in foreign currency exchange rates and interest rates that could impact our financial condition, results of operations and cash flows. We manage our exposure to these and other market risks through regular operating and financing activities and through the use of derivative financial instruments. We intend to use derivative financial instruments as risk management tools and not for speculative investment purposes. For information about our interest rate risk, see “Quantitative and Qualitative Disclosures about Market Risk – Interest Rate Risk” in our annual report on Form 10-K for the year ended December 31, 2025.
Foreign Currency Risk
We are exposed to foreign currency risks that arise from normal business operations. These risks include the translation of local currency balances on our foreign subsidiaries’ balance sheets, intercompany loans with foreign subsidiaries and transactions denominated in foreign currencies. We strive to control our exposure to these risks through our normal operating activities and, where appropriate, through derivative instruments. We periodically enter into contracts to hedge forecasted transactions that are denominated in foreign currencies. As part of our regular practice, we entered into a forward contract to hedge a 95 million Euro exposure on an intercompany note agreement related to proceeds from the sale of our former GGB business, allocated to foreign subsidiaries. As a result of this note, due to the changes in the foreign exchange rate, we recorded a loss of $0.4 million in the first quarter of 2025. This intercompany note and the corresponding foreign exchange contracts were both settled in March 2025. In the first quarter of 2026, we entered into forward contracts to hedge 19.0 million Euros and $23.4 million exposures on an intercompany note.
The earnings impact of these foreign exchange contract are recorded in selling, general and administrative expense in the Consolidated Statements of Operations. The balances of foreign exchange derivative assets are recorded in other current assets and the balances of foreign exchange derivative liabilities are recorded in accrued expenses in the Consolidated Balance Sheets.
In May 2019, we entered into cross-currency swap agreements with an aggregate notional amount of $100.0 million to manage foreign currency risk by effectively converting a portion of the interest payments related to our fixed-rate USD-denominated Senior Notes, including the semi-annual interest payments thereunder, to interest payments on fixed-rate Euro-denominated debt of 89.6 million Euro with a weighted average interest rate of 3.5%, with interest payment dates of April 15 and October 15 of each year. These swap agreements mature on October 15, 2026.
32
During the term of these swap agreements, we will receive semi-annual payments from the counterparties due to the difference between the interest rate on the Senior Notes and the interest rate on the Euro debt underlying the additional swap agreements. There was no principal exchange at the inception of the arrangements, and there will be no exchange at maturity. At maturity (or earlier at our option), we and the counterparties will settle swap agreements at their fair value in cash based on the aggregate notional amount and the then-applicable currency exchange rate compared to the exchange rate at the time swap agreements were entered into.
Commodity Risk
We source a wide variety of materials and components from a network of global suppliers. While such materials are typically available from numerous suppliers, commodity raw materials such as steel, engineered plastics, copper and polymers, are subject to price fluctuations, which could have a negative impact on our results. We strive to pass along such commodity price increases to customers to avoid profit margin erosion and utilize lean initiatives to further mitigate the impact of commodity raw material price fluctuations as we achieve improved efficiencies. We do not hedge commodity risk with any market risk sensitive instruments.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). The purpose of our disclosure controls and procedures is to provide reasonable assurance that information required to be disclosed in our reports filed under the Exchange Act, including this report, is recorded, processed, summarized and reported within the time periods specified, and that such information is accumulated and communicated to our management to allow timely decisions regarding disclosure.
Based on the controls evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures are effective to reasonably ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified, and that management will be timely alerted to material information required to be included in our periodic reports filed with the Securities and Exchange Commission.
In addition, no change in our internal control over financial reporting has occurred during the quarter ended March 31, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
33
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
A description of environmental and other legal matters is included in Note 14 to the Consolidated Financial Statements in this report, which is incorporated herein by reference. In addition to the matters noted and discussed in those sections of this report, we are from time to time subject to, and are presently involved in, other litigation and legal proceedings arising in the ordinary course of business. We believe that the outcome of such other litigation and legal proceedings will not have a material adverse effect on our financial condition, results of operations and cash flows.
Item 1A. Risk Factors.
An investment in our common stock involves risks. For a detailed discussion of the risks that affect our business please refer to the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes to our risk factors as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
The conflict between the United States, Israel, and Iran and related geopolitical instability may adversely affect our business.
In February 2026, the United States and Israel launched coordinated military strikes against Iran, which retaliated with missile and drone attacks across the region, including closing passage through the Strait of Hormuz, critical to commercial shipping in that region. Although we do not have operations in the Middle East, the ongoing conflict, including additional military actions, retaliatory measures, sanctions, continued disruptions to trade or transportation routes, cyberattacks, or other governmental or market responses, has and could continue to:
•cause significant disruption of global energy and petroleum-based products supplies and the supply of helium, a critical raw material for the semiconductor industry,
•adversely affect global supply chains, ocean transportation, energy markets, commodity prices, currency exchange rates, interest rates, financial markets and overall global macroeconomic conditions, and
•heighten inflationary pressures on our raw material costs and supply chain.
While we do not expect that the impact of the conflict between the United States, Israel and Iran will have a direct adverse effect on our business, we are unable to predict the extent or nature of any of these indirect impacts from the continuation of this conflict on our business, financial condition and results of operations at this time, and such impacts could be material.
34
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
The following table sets forth all purchases made by or on behalf of the Company or any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) under the Exchange Act, of shares of our common stock during each month in the first quarter of 2026.
| Period | (a) Total Number of Shares (or Units) Purchased | (b) Average Price Paid per Share (or Unit) | (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) That May Yet Be Purchased Under the Plans or Programs | ||||||||||||||||||||||
| January 1 - January 31, 2026 | — | — | — | $50,000,000 | (1) | |||||||||||||||||||||
| February 1 - February 28, 2026 | — | — | — | $50,000,000 | (1) | |||||||||||||||||||||
| March 1 - March 31, 2026 | 417 | (2) | $ | 250.64 | (2) | — | $50,000,000 | (1) | ||||||||||||||||||
| Total | 417 | (2) | $ | 250.64 | (2) | — | $50,000,000 | (1) | ||||||||||||||||||
(1)In October 2024, our board of directors authorized an expenditure program of up to $50.0 million for the repurchase of our outstanding common shares through October 2026. We have not made any repurchases under this authorization.
(2)In March 2026, a total of 417 shares were transferred to a rabbi trust that we established in connection with our Deferred Compensation Plan for Non-Employee Directors, pursuant to which non-employee directors may elect to defer directors’ fees into common stock units. EnPro Holdings furnished these shares in exchange for management and other services provided by Enpro. Of these shares, 47 shares were valued at a price of $250.59 per share, the closing trading price of our common stock on March 18, 2026, and 370 of these shares were valued at a price of $250.65 per share, the closing trading price of our common stock on March 31, 2026. Accordingly, the total 417 shares were valued at a weighted average price of $250.64 per share. We do not consider the transfer of shares from EnPro Holdings in this context to be pursuant to a publicly announced plan or program.
Item 5. Other Information.
During the quarter ended March 31, 2026, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted terminated
Item 6. Exhibits.
The exhibits to this report on Form 10-Q are listed in the following Exhibit Index.
35
EXHIBIT INDEX
| 31.1† | Certification of Chief Executive Officer pursuant to Rule 13a – 14(a)/15d – 14(a) | ||||
| 31.2† | Certification of Chief Financial Officer pursuant to Rule 13a – 14(a)/15d – 14(a) | ||||
| 32† | Certification pursuant to Section 1350 | ||||
| 101.SCH† | InlineXBRL Taxonomy Extension Schema Document | ||||
| 101.CAL† | InlineXBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.DEF† | InlineXBRL Taxonomy Extension Definitions Linkbase Document | ||||
| 101.LAB† | InlineXBRL Taxonomy Extension Label Linkbase Document | ||||
| 101.PRE† | InlineXBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in the Interactive Data Files submitted as Exhibits 101.*) | ||||
† Filed herewith
36
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, thereunto duly authorized, in the City of Charlotte, North Carolina on this 5th day of May, 2026.
| ENPRO INC. | |||||
| By: | /s/ Robert S. McLean | ||||
| Robert S. McLean | |||||
| Executive Vice President, Chief Administrative Officer and General Counsel | |||||
| By: | /s/ Steven R. Bower | ||||
| Steven R. Bower | |||||
| Senior Vice President, Controller and Chief Accounting Officer | |||||
37
FAQ
How did Enpro (NPO) perform financially in Q1 2026?
Enpro posted higher Q1 2026 results, with net sales of $303.0 million versus $273.2 million a year earlier. Net income rose to $27.4 million, and diluted EPS increased to $1.29, reflecting stronger demand and contributions from recent acquisitions.
What were Enpro (NPO) non-GAAP earnings metrics for Q1 2026?
In Q1 2026, Enpro reported adjusted net income of $45.6 million and adjusted diluted EPS of $2.14. These non-GAAP figures exclude items such as acquisition expenses, inventory fair value amortization and certain restructuring costs to show underlying operating performance.
How did Enpro’s business segments perform in Q1 2026?
Sealing Technologies generated $199.0 million in sales and $64.6 million in Adjusted Segment EBITDA. Advanced Surface Technologies delivered $104.2 million in sales and $24.3 million in Adjusted Segment EBITDA, benefiting from semiconductor and optical coatings demand.
What was Enpro (NPO) cash flow and capital spending in Q1 2026?
Operating activities provided $39.6 million of cash in Q1 2026, up from $21.0 million in the prior year period. Enpro invested $12.3 million in capital expenditures, mainly to support its Sealing Technologies and Advanced Surface Technologies operations and growth initiatives.
What is Enpro’s debt and liquidity position after Q1 2026?
At March 31, 2026, Enpro had $605.2 million of long-term debt and $79.2 million of cash. Under its $800.0 million revolving credit facility, borrowing availability was $630.6 million, providing substantial liquidity for working capital, investment, and acquisition needs.
How large is Enpro (NPO) backlog and when will it be realized?
Enpro reported a consolidated backlog of $357.7 million as of March 31, 2026. The company expects approximately 94% of these remaining performance obligations to be satisfied within one year, although actual timing depends on customer schedules and order patterns.