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NPO Form 4: Botts Receives Dividend-Equivalent Phantom Stock Units

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

SEC Form 4 overview—Enpro Inc. (NPO)

Director Thomas M. Botts filed a Form 4 on 06/20/2025 reporting two phantom stock accruals dated 06/18/2025. The transactions were dividend-equivalent credits, not open-market trades, and therefore involve no cash outlay or immediate change in the public float.

  • 25 units of phantom stock were credited under the Amended and Restated 2002 Equity Compensation Plan.
  • 4.9337 units were credited under the Deferred Compensation Plan for Non-Employee Directors.
  • Each phantom unit converts 1-for-1 into Enpro common stock and carries a reference price of $185.86.
  • After the credits, Botts’ aggregate phantom stock balance rose to 17,845.9285 units, held directly.
  • Vesting/payout occurs on the earlier of death, disability or the vesting of the underlying awards to which the dividend equivalents relate.

No purchases or sales of actual Enpro shares were disclosed; the filing is an administrative update that modestly increases the director’s long-term, equity-linked exposure.

Positive

  • None.

Negative

  • None.

Insights

TL;DR—Routine dividend-equivalent accrual; negligible market impact.

The filing reflects a standard credit of 29.9337 phantom stock units to Director Botts. Because phantom units are non-transferable, settle only upon specified future events, and represent less than 0.2% of his existing balance, the transaction does not alter Enpro’s share count or insider sentiment in a meaningful way. It neither signals insider buying nor selling pressure. From a valuation or liquidity perspective, the event is immaterial; investors should view it as normal board compensation practice.

TL;DR—Governance-neutral filing, shows ongoing alignment via deferred equity.

Phantom stock credits tied to dividends underscore Enpro’s use of deferred equity to align non-employee directors with long-term shareholder value without immediate dilution. The structure mirrors common S&P SmallCap governance practice and raises no red flags. Because the credits follow existing plan provisions and do not involve discretionary grants, the filing is procedural rather than strategic. Impact on governance risk scoring is negligible.

Insider Botts Thomas M.
Role Director
Type Security Shares Price Value
Grant/Award Phantom Stock 25 $185.86 $5K
Grant/Award Phantom Stock 4.934 $185.86 $916.98
Holdings After Transaction: Phantom Stock — 17,840.995 shares (Direct)
Footnotes (1)
  1. 1-for-1 Dividend equivalent rights accrued to previously granted phantom stock awards under the Amended and Restated 2002 Equity Compensation Plan of EnPro Industries, Inc. 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. Balance includes multiple phantom stock grants, phantom stock accruals and previously accrued dividend equivalents. 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.
Form 4 Insider Transactions: What Each Field Means →
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
Estimated average burden
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).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Botts Thomas M.
(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)
06/18/2025
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) 06/18/2025 A(2) 25 (3) (3) Common Stock 25 $185.86 17,840.9948(4) D
Phantom Stock (1) 06/18/2025 A(5) 4.9337 (3) (3) Common Stock 4.9337 $185.86 17,845.9285(4) D
Explanation of Responses:
1. 1-for-1
2. Dividend equivalent rights accrued to previously granted phantom stock awards under the Amended and Restated 2002 Equity Compensation Plan 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.
5. 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.
Angela P. Winter, Attorney-in-Fact of Thomas M. Botts 06/20/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Enpro (NPO) report on June 18 2025?

Director Thomas M. Botts accrued 29.9337 phantom stock units as dividend equivalents; no common shares were bought or sold.

How many phantom stock units does Thomas M. Botts now hold?

Following the credits, his total phantom stock balance is 17,845.9285 units.

What is the reference price for the newly credited phantom stock?

Each unit is valued at a reference price of $185.86.

When will the phantom stock units vest or be paid out?

Payout occurs upon the earlier of death, disability, or the vesting of the underlying award to which the dividend equivalents relate.

Did the Form 4 indicate any open-market purchase or sale of Enpro shares?

No. The filing only reflects dividend-equivalent phantom stock credits; no common stock transactions were reported.