EnPro Form 4: Director Keating granted 110.62 phantom stock units

Rhea-AI Filing Summary

EnPro Industries director Ronald C. Keating received 110.6195 phantom stock units under the company’s Deferred Compensation Plan for Non-Employee Directors, with a 1-for-1 conversion to common stock. The transaction is recorded as an acquisition on 09/30/2025 and the units are exercisable upon retirement with no expiration date. The reported price per underlying share is $226, and following this issuance Mr. Keating’s direct beneficial ownership is shown as 3,884.1379 common shares. The grant reflects deferred compensation for a non-employee director and vests on retirement rather than immediately.

Positive

• Deferred-compensation structure aligns director incentives with shareholders by converting phantom units to common stock on retirement
• Clear disclosure of units granted (110.6195), conversion (1-for-1), exercise condition (upon retirement), and post-transaction ownership (3,884.1379 shares)

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine deferred-compensation grant to a director, exercisable at retirement, increases disclosed beneficial ownership modestly.

This Form 4 reports a non-cash, deferred-compensation award in the form of 110.6195 phantom stock units convertible 1-for-1 into common stock and exercisable upon retirement. Such grants are common for non-employee directors to align long-term interests with shareholders without immediate voting dilution. The reported post-transaction beneficial ownership of 3,884.1379 shares gives investors a clear, limited view of the director’s direct stake.

Executive Compensation Analyst

TL;DR: This is a standard deferred-compensation payout structure with a notional value implied by the $226 price.

The award was recorded at a price of $226 per underlying share, implying a notional value for the 110.6195 units. The units are described as having no expiration and vesting/exercisability tied to retirement, which aligns incentive timing with long-term tenure. The disclosure is concise and includes the post-grant direct ownership figure, aiding transparency on director pay outcomes.

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).

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)
09/30/2025

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)	09/30/2025		A(2)		110.6195		(3)	(4)	Common Stock	110.6195	$226	3,884.1379	D

Explanation of Responses:

1. 1-for-1

2. Share units acquired under the Deferred Compensation Plan for Non-Employee Directors (as amended and restated) of EnPro Industries, Inc.

3. Upon retirement

4. These shares do not have an expiration date and they are exercisable upon retirement

	Angela P. Winter, attorney-in-fact of Ronald C. Keating	10/01/2025
	** 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 insider transaction did EnPro (NPO) report for Ronald C. Keating?

The Form 4 reports an acquisition of 110.6195 phantom stock units under the Deferred Compensation Plan for Non-Employee Directors, convertible 1-for-1 to common stock.

Are the phantom stock units exercisable immediately for NPO director Keating?

No. The units are exercisable upon retirement and are reported as having no expiration date.

How many EnPro shares does Keating beneficially own after the transaction?

Following the reported transaction, Keating's direct beneficial ownership is 3,884.1379 common shares.

What price is associated with the phantom units reported on the Form 4?

The Form 4 shows a price of $226 per underlying share for the reported units.

Under which plan were the phantom stock units granted?

They were granted under the Deferred Compensation Plan for Non-Employee Directors (as amended and restated) of EnPro Industries.