NPO Form 4: Director Converts Dividend Equivalents to Share-Equivalents

Rhea-AI Filing Summary

John Humphrey, a director of EnPro Inc. (NPO), reported acquisitions dated 09/17/2025 of dividend-equivalent phantom stock that were converted on a 1-for-1 basis into common stock equivalents. The filing shows two accrual entries tied to separate plans: dividend equivalents under the Deferred Compensation Plan for Non-Employee Directors and under the Amended and Restated 2002 Equity Compensation Plan. The entries list underlying common stock amounts of 14.4727 and 13 shares with an indicated price of $217.89, and reported beneficial ownership balances after the transactions of 17,784.2341 and 17,797.2341 shares respectively. Payout or vesting of these amounts is subject to death, disability or vesting of the related awards. The form was signed by an attorney-in-fact on 09/18/2025.

Positive

• Director increased beneficial ownership equivalents through accrued dividend equivalents, demonstrating alignment with shareholder compensation structures
• Disclosure cites plan sources and vesting conditions, providing clarity on when conversion/payout may occur

Negative

• None.

Insights

Financial Analyst

TL;DR Routine director compensation accruals converted to share-equivalents; not a market-moving transaction.

The reported activity reflects accrued dividend equivalents credited to existing phantom stock awards and recorded as share-equivalents at a price reference of $217.89. The incremental amounts are small relative to the total outstanding share counts typically associated with public companies, indicating this is a compensation accounting event rather than an active purchase or sale signaling a change in investment view. Timing and vesting remain tied to standard plan conditions.

Corporate Governance Expert

TL;DR Disclosure aligns with standard Section 16 reporting for director deferred compensation; governance controls appear followed.

The disclosure identifies the reporting person as a director and cites two company equity plans as the source of the phantom stock accruals. The form is filed by one reporting person and executed via attorney-in-fact, which is consistent with procedural practices for insiders unable to sign personally. Vesting/payout provisions are clearly stated, reducing ambiguity about when these phantom units may convert to actual compensation.

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

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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^*

Humphrey John

(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)		14.4727		(3)	(3)	Common Stock	14.4727	$217.89	17,784.2341(4)	D
Phantom Stock	(1)	09/17/2025		A(5)		13		(3)	(3)	Common Stock	13	$217.89	17,797.2341(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.

5. Dividend equivalent rights accrued to previously granted phantom stock awards under the Amended and Restated 2002 Equity Compensation Plan of EnPro Industries, Inc.

	Angela P. Winter, Attorney-in-Fact of John Humphrey	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.
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FAQ

What did John Humphrey (NPO) report on Form 4 dated 09/17/2025?

He reported acquisitions of phantom stock dividend equivalents converted 1-for-1 to common stock equivalents, with entries dated 09/17/2025.

How many share-equivalents were reported after the transactions?

The filing shows beneficial ownership balances of 17,784.2341 and 17,797.2341 shares following the reported transactions.

What plans generated the phantom stock accruals?

Accruals came from the Deferred Compensation Plan for Non-Employee Directors and the Amended and Restated 2002 Equity Compensation Plan of EnPro Industries, Inc.

When do the phantom stock amounts vest or pay out?

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

Who signed the Form 4 and when?

The form was signed by Angela P. Winter, Attorney-in-Fact for John Humphrey on 09/18/2025.