NPO Insider Filing: Phantom Stock Dividend Equivalents Increase Director Holdings

Rhea-AI Filing Summary

Ronald C. Keating, a director of EnPro Inc. (NPO), reported an accrual of dividend equivalent rights on phantom stock under the company's Deferred Compensation Plan for Non-Employee Directors that resulted in an acquisition reported on 09/17/2025. The entry shows phantom stock with an acquisition code and a reported price of $217.89, and the filing lists 3,773.5184 shares of common stock as beneficially owned following the transaction. The filing clarifies that these dividend equivalents relate to previously granted phantom stock, vest and pay out upon death, disability, or vesting/payout of the underlying award, and the balance reflects multiple grants and prior accruals.

Positive

• Reported increase in beneficial ownership to 3,773.5184 shares following accrual of dividend equivalent rights
• Clear disclosure that accruals relate to the Deferred Compensation Plan for Non-Employee Directors and include multiple grants

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director deferred compensation accrual increased reported beneficial ownership; no new cash exercise or sale activity disclosed.

The Form 4 documents that dividend equivalent rights accrued on previously granted phantom stock were recorded on 09/17/2025, increasing reported beneficial ownership to 3,773.5184 shares. This is a non-cash, plan-driven accrual under the Deferred Compensation Plan for Non-Employee Directors and vests or pays out only upon specific triggering events. From a governance perspective, the filing signals ongoing use of phantom stock for director compensation and does not indicate discretionary cash transactions or transfers of ownership.

Compensation Analyst

TL;DR: The transaction is an administrative accrual of dividend equivalents on phantom shares, reflecting routine plan mechanics rather than a market-facing trade.

The disclosure identifies an acquisition entry for phantom stock dividend equivalents with a reported price of $217.89 and results in 3,773.5184 shares beneficially owned following the transaction. The explanations confirm these are dividend equivalent rights tied to earlier phantom grants and that payout timing depends on death, disability, or vesting/payout of the underlying awards. This is consistent with deferred director compensation practices and appears to aggregate multiple grants and accruals into the reported balance.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Keating Ronald C

(Last) (First) (Middle)

5605 CARNEGIE BLVD.

SUITE 500

(Street)

CHARLOTTE NC 28209

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Enpro Inc. [ NPO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock	(1)	09/17/2025		A(2)		2.1176		(3)	(3)	Common Stock	2.1176	$217.89	3,773.5184(4)	D

Explanation of Responses:

1. 1-for-1

2. Dividend equivalent rights accrued to previously acquired phantom stock under the Deferred Compensation Plan for Non-Employee Directors (as amended and restated) of EnPro Industries, Inc.

3. Vesting and payout occurs on the earliest of death, disability or the vesting and payout of the underlying award with respect to which the dividend equivalents relate.

4. Balance includes multiple phantom stock grants, phantom stock accruals and previously accrued dividend equivalents.

	Angela P. Winter, attorney-in-fact of Ronald C. Keating	09/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Ronald C. Keating report on Form 4 for NPO?

He reported an accrual of dividend equivalent rights on phantom stock under the Deferred Compensation Plan, resulting in an acquisition reported on 09/17/2025.

How many shares does the Form 4 show beneficially owned after the transaction?

The filing shows 3,773.5184 shares of common stock beneficially owned following the reported transaction.

What triggers vesting or payout of the accrued phantom stock dividend equivalents?

Vesting and payout occur on the earliest of death, disability, or the vesting and payout of the underlying award with respect to which the dividend equivalents relate.

What price is reported in the Form 4 entry?

The entry lists a price of $217.89 associated with the reported phantom stock accrual.

Who signed the Form 4 and when?

The form was signed by Angela P. Winter, attorney-in-fact for Ronald C. Keating, on 09/18/2025.