Enpro Inc 10-Q for FY2026 Q3
Enpro Inc. (NPO)
10-Q
2026-11-03
For: 2026-09-30
View Original
Added on
November 03, 2026
About this 10-Q
Enpro Inc filed this 10-Q on November 3, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Enpro reported third-quarter 2026 net sales of $350.8 million, up 22.4%, and net income of $40.3 million, or $1.88 per diluted share, versus $286.6 million, $21.6 million and $1.01 in 2025. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $350.8M
- up 22.4% from $286.6M a year earlier
- Net income
- $40.3M
- up 86.6% from net income of $21.6M a year earlier
- Diluted EPS
- $1.88
- up 86.1% from $1.01 a year earlier
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 September 30, 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 October 23, 2026, there were 21,172,633 shares of common stock of the registrant outstanding, which does not include 173,172 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)
| Quarters Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 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)
Nine Months Ended September 30, 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 | |||||||||||
| Environmental reserve charges | |||||||||||
| Other non-cash adjustments | |||||||||||
| Change in assets and liabilities, net of effects from acquisitions: | |||||||||||
| 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 | |||||||||||
| Acquisitions, net of cash acquired | |||||||||||
| Payments for settlements of derivative contracts | ( | ||||||||||
| Other | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| FINANCING ACTIVITIES | |||||||||||
| Proceeds from debt | |||||||||||
| Repayments of debt | ( | ( | |||||||||
| Debt issuance costs | ( | ||||||||||
| Dividends paid | ( | ( | |||||||||
| Incentive plan activity | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | |||||||||||
| Net 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)
| September 30, 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.
As a result of the plan termination, Enpro recorded a pretax, noncash settlement loss of $67.2 million in other nonoperating expense in our consolidated statement of operations in the fourth quarter of 2025. The loss was driven primarily by the recognition of actuarial losses previously deferred in accumulated other comprehensive income (loss) on our consolidated balance sheet.
4
During the nine months ended September 30, 2026, Enpro finalized the annuity purchase to terminate the plan and completed the pension trust settlement process, which resulted in the return of residual pension assets and excess trust funds to the Company. These transactions generated favorable adjustments of $0.3 million and $1.2 million for the quarter and nine months ended September 30, 2026, respectively, that partially offset the settlement loss recognized in 2025.
2. Acquisitions
On October 8, 2025, Enpro acquired all of the equity of Overlook Industries, Inc. ("Overlook"). Overlook, 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, Enpro 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 acquisitions of Overlook and AlpHa. The purchase prices of Overlook and AlpHa were allocated to the assets acquired and liabilities assumed based on their estimated fair values as of their respective acquisition dates. In the first half of 2026, we received $0.8 million from the sellers of these businesses in final settlement of net working capital acquired as compared to amounts agreed upon in the purchase agreement for each company. This receipt is reflected in investing activities on our Consolidated Statement of Cash Flows.
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 159.6 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. The unamortized balance of the inventory fair value adjustment at December 31, 2025 of $3.3 million was amortized to cost of goods sold during the six months ended June 30, 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 nine months of 2026 primarily to decrease acquired net working capital by $1.4 million in total, with an offsetting $1.4 million increase to goodwill. The following table represents the preliminary allocation of purchase price as of September 30, 2026:
| (in millions) | |||||
| Accounts receivable | $ | ||||
| Inventories | |||||
| Property, plant, and equipment | |||||
| Goodwill | |||||
| Other intangible assets | |||||
| Other assets | |||||
| Deferred income taxes | ( | ||||
| Other liabilities | ( | ||||
| $ | |||||
5
The following unaudited pro forma condensed consolidated financial results of operations for the quarter and nine months ended September 30, 2025 are presented as if the acquisitions had been completed prior to 2025:
| Quarter Ended September 30, | Nine Months Ended September 30, | ||||||||||
| 2025 | 2025 | ||||||||||
| (in millions) | |||||||||||
| Pro forma net sales | $ | $ | |||||||||
| Pro forma net income | $ | $ | |||||||||
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 quarters ended September 30, 2026 and 2025 were 25.9 % and 32.6 %, respectively. The effective tax rate for the quarter ended September 30, 2026 is higher than the U.S. Federal tax rate primarily driven by higher tax rates in most foreign jurisdictions and state tax on domestic earnings. The effective tax rate for the quarter ended September 30, 2025 is higher than the U.S. Federal tax rate primarily driven by higher tax rates in most foreign jurisdictions and state tax on domestic earnings, as well as unfavorable adjustments resulting from the completion of the 2024 year-end U.S Federal income tax return.
The effective tax rates for the nine months ended September 30, 2026 and 2025 were 21.8 % and 27.4 %, respectively. The effective tax rate for the nine months ended September 30, 2026 is higher than the U.S. Federal tax rate primarily driven by higher tax rates in most foreign jurisdictions and state tax on domestic earnings partially offset by additional tax benefit related to share-based payments and adjustments to uncertain tax positions. The effective tax rate for the nine months ended September 30, 2025 is higher than the U.S. Federal tax rate primarily driven by higher tax rates in most foreign jurisdictions and state tax on domestic earnings, as well as unfavorable adjustments resulting from the completion of the 2024 year-end U.S. Federal income tax return.
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 nine months ended September 30, 2026 or the nine months ended September 30, 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 nine months ended September 30, 2026.
6
4. Earnings Per Share
| Quarters Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 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 | $ | $ | $ | $ | |||||||||||||||||||
5. Inventories
| September 30, 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 nine months ended September 30, 2026 are as follows:
| Sealing Technologies | Advanced Surface Technologies | Total | |||||||||||||||
| (in millions) | |||||||||||||||||
Goodwill as of December 31, 2025 | $ | $ | $ | ||||||||||||||
| Purchase accounting adjustments | |||||||||||||||||
| Foreign currency translation | |||||||||||||||||
Goodwill as of September 30, 2026 | $ | $ | $ | ||||||||||||||
The goodwill balances reflected above at September 30, 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.
7
Identifiable intangible assets are as follows:
| September 30, 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 quarters and nine months ended September 30, 2026 and 2025 was $20.2 million, $18.8 million, $60.9 million, and $56.9 million, respectively.
In the third quarter of 2026, we commenced sales on the product line associated with the assets previously classified as indefinite-lived in-process research and development in our Sealing Technologies segment. These assets were acquired in our purchase of Advanced Micro Instruments ("AMI") in 2024. As a result, we have reclassified these assets to amortizing existing technology intangibles as of September 30, 2026 and began amortizing them during the quarter over a 15-year useful life.
7. Accrued Expenses
| September 30, 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.
8
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 September 30, 2026.
The borrowing availability under our Revolving Credit Facility at September 30, 2026 was $715.2 million after giving consideration to $9.8 million of outstanding letters of credit and $75.0 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 September 30, 2026.
9
9. Shareholders' Equity
The quarterly changes in shareholders' equity during the nine months ended September 30, 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 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||
Dividends ($ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Incentive plan activity | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Balance, June 30, 2026 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Dividends ($ | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Incentive plan activity | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Balance, September 30, 2026 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
The quarterly changes in shareholders' equity during the nine months ended September 30, 2025 are as follows:
| 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 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Dividends ($ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Incentive plan activity | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Balance, June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Dividends ($ | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Incentive plan activity | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Balance, September 30, 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.
10
In October of 2026, our board of directors declared a dividend of $0.32 per share, payable on December 16, 2026, to shareholders of record as of December 2, 2026.
Enpro’s board of directors approved a two-year share repurchase authorization in October 2026, replacing the previous $50.0 million authorization that expired in October 2026. 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. 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
11
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 capabilities include: (i) engineering, manufacturing and precision machining of complex front-end wafer processing sub-systems, including critical components used in and around semiconductor process chambers that enable the manufacture of leading-edge chips, as well as edge-welded bellows that support critical applications in the space, aerospace and defense markets; (ii) cleaning, 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; and (iii) coatings for critical components and assemblies for semiconductor manufacturing equipment, and 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. 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.
Segment operating results and other financial data for the quarters and nine months ended September 30, 2026 and 2025, were as follows:
| Quarter Ended September 30, 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 | |||||||||||||||||
| Depreciation and amortization expense | |||||||||||||||||
| Adjusted Segment EBITDA | $ | $ | $ | ||||||||||||||
12
| Quarter Ended September 30, 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 | ( | ( | |||||||||||||||
| Restructuring expense | ( | ||||||||||||||||
| Adjusting Items: | |||||||||||||||||
| Acquisition expenses | |||||||||||||||||
| Restructuring expense | |||||||||||||||||
| Depreciation and amortization expense | |||||||||||||||||
| Adjusted Segment EBITDA | $ | $ | $ | ||||||||||||||
| Nine Months Ended September 30, 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 | |||||||||||||||||
| Restructuring expense, net | |||||||||||||||||
| Depreciation and amortization expense | |||||||||||||||||
| Adjusted Segment EBITDA | $ | $ | $ | ||||||||||||||
13
| Nine Months Ended September 30, 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 | ( | ( | |||||||||||||||
| Restructuring expense, net | ( | ||||||||||||||||
| Adjusting Items: | |||||||||||||||||
| Acquisition expenses | |||||||||||||||||
| Restructuring expense, net | ( | ||||||||||||||||
| Depreciation and amortization expense | |||||||||||||||||
| Adjusted Segment EBITDA | $ | $ | $ | ||||||||||||||
| Quarters Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 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 $0.5 million, $3.2 million, $0.1 million, and $0.2 million of restructuring expenses for the quarters and nine months ended September 30, 2026 and September 30, 2025, respectively. 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.
14
| Quarters Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in millions) | (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 quarters and nine months ended September 30, 2026 and September 30, 2025:
| Quarter Ended September 30, 2026 | |||||||||||||||||
| (in millions) | Sealing Technologies | Advanced Surface Technologies | Total | ||||||||||||||
| Aerospace | $ | $ | $ | ||||||||||||||
| Commercial vehicle | |||||||||||||||||
| Food and pharmaceutical | |||||||||||||||||
| General industrial | |||||||||||||||||
| Oil and gas | |||||||||||||||||
| Power generation | |||||||||||||||||
| Semiconductor | |||||||||||||||||
| Total third-party sales | $ | $ | $ | ||||||||||||||
| Quarter Ended September 30, 2025 | |||||||||||||||||
| (in millions) | Sealing Technologies | Advanced Surface Technologies | Total | ||||||||||||||
| Aerospace | $ | $ | $ | ||||||||||||||
| Commercial Vehicle | |||||||||||||||||
| Food and pharmaceutical | |||||||||||||||||
| General industrial | |||||||||||||||||
| Oil and gas | |||||||||||||||||
| Power generation | |||||||||||||||||
| Semiconductor | |||||||||||||||||
| Total third-party sales | $ | $ | $ | ||||||||||||||
15
| Nine Months Ended September 30, 2026 | |||||||||||||||||
| (in millions) | Sealing Technologies | Advanced Surface Technologies | Total | ||||||||||||||
| Aerospace | $ | $ | $ | ||||||||||||||
| Commercial vehicle | |||||||||||||||||
| Food and pharmaceutical | |||||||||||||||||
| General industrial | |||||||||||||||||
| Oil and gas | |||||||||||||||||
| Power generation | |||||||||||||||||
| Semiconductor | |||||||||||||||||
| Total third-party sales | $ | $ | $ | ||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||
| (in millions) | Sealing Technologies | Advanced Surface Technologies | Total | ||||||||||||||
| Aerospace | $ | $ | $ | ||||||||||||||
| Commercial vehicle | |||||||||||||||||
| Food and pharmaceutical | |||||||||||||||||
| General industrial | |||||||||||||||||
| Oil and gas | |||||||||||||||||
| Power generation | |||||||||||||||||
| Semiconductor | |||||||||||||||||
| Total third-party sales | $ | $ | $ | ||||||||||||||
| Quarters Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Capital Expenditures | |||||||||||||||||||||||
| Sealing Technologies | $ | $ | $ | $ | |||||||||||||||||||
| Advanced Surface Technologies | |||||||||||||||||||||||
| Total capital expenditures | $ | $ | $ | $ | |||||||||||||||||||
| Depreciation and Amortization Expense | |||||||||||||||||||||||
| Sealing Technologies | $ | $ | $ | $ | |||||||||||||||||||
| Advanced Surface Technologies | |||||||||||||||||||||||
| Corporate | |||||||||||||||||||||||
| Total depreciation and amortization | $ | $ | $ | $ | |||||||||||||||||||
16
Segment assets are as follows:
| September 30, 2026 | December 31, 2025 | ||||||||||
| (in millions) | |||||||||||
| Assets | |||||||||||
| Sealing Technologies | $ | $ | |||||||||
| Advanced Surface Technologies | |||||||||||
| Corporate | |||||||||||
| $ | $ | ||||||||||
Corporate assets include all of our cash and cash equivalents.
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 February 2026, we executed a new intercompany note agreement. Beginning that month, we entered into forward contracts of 19.0 million Euro and $23.4 million to hedge exposures related to the note.
The foreign exchange contracts were recorded at their fair market value as of September 30, 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 exposure related to the intercompany notes, 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 was scheduled to mature on October 15, 2026.
In June 2026, we elected to terminate and settle the Swap prior to the maturity date of October 15, 2026. Upon settlement, we paid the counterparties approximately $1.8 million, representing the fair value of the Swap at the settlement date, and the Swap was extinguished. Amounts previously recorded in accumulated other comprehensive income as part of the net investment hedge will remain in equity until the related foreign operations are substantially liquidated or otherwise disposed of, consistent with the accounting treatment for net investment hedges. Following the settlement, we no longer have any outstanding obligations or rights under the Swap. The cash payment associated with the June 2026 settlement of the Swap of $1.8 million is included in investing activities in the Consolidated Statements of Cash Flows.
During the term of the Swap, we received 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.
We designated the Swap as qualifying hedging instruments and accounted for the Swap as a net investment hedge. The gains and losses resulting from fair value adjustment to the Swap, excluding interest accruals related to the above receipts, have been recorded in accumulated other comprehensive income within our cumulative foreign currency translation adjustment, as the Swap was effective in hedging the designated risk. Interest-related cash flows related to the Swap are included in operating activities in the Consolidated Statements of Cash Flows.
17
12. Fair Value Measurements
Assets and liabilities measured at fair value on a recurring basis are summarized as follows:
| Fair Value Measurements as of | |||||||||||
| September 30, 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.
The carrying values of our significant financial instruments reflected in the Consolidated Balance Sheets, including our Senior Notes, that have a determinable fair-value based on quoted market prices for identical liabilities and are classified as Level 2 since the market is not active. At September 30, 2026, the fair value of these instruments was approximately 1 % lower than the carrying value, compared to approximately 3 % higher than the carrying value at December 31, 2025, driven by our Senior Notes.
13. Accumulated Other Comprehensive Income (Loss)
Changes in accumulated other comprehensive income by component (after tax) for the quarter ended September 30, 2026 are as follows:
| (in millions) | Unrealized Translation Adjustments | Pension Plans | Total | ||||||||||||||||||||
| Beginning balance | $ | $ | $ | ||||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||
| Ending balance | $ | $ | $ | ||||||||||||||||||||
Changes in accumulated other comprehensive income (loss) by component (after tax) for the quarter ended September 30, 2025 are as follows:
| (in millions) | Unrealized Translation Adjustments | Pension Plans | Total | ||||||||||||||||||||
| Beginning balance | $ | $ | ( | $ | ( | ||||||||||||||||||
| Other comprehensive income before reclassifications | |||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | |||||||||||||||||||||||
| Net current-period other comprehensive income | |||||||||||||||||||||||
| Ending balance | $ | $ | ( | $ | ( | ||||||||||||||||||
18
Changes in accumulated other comprehensive income by component (after tax) for the nine months ended September 30, 2026 are as follows:
| (in millions) | Unrealized Translation Adjustments | Pension Plans | Total | ||||||||||||||||||||
| Beginning balance | $ | $ | $ | ||||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||
| Ending balance | $ | $ | $ | ||||||||||||||||||||
Changes in accumulated other comprehensive income (loss) by component (after tax) for the nine months ended September 30, 2025 are as follows:
| (in millions) | Unrealized Translation Adjustments | Pension Plans | Total | ||||||||||||||||||||
| Beginning balance | $ | ( | $ | ( | $ | ( | |||||||||||||||||
| Other comprehensive income before reclassifications | |||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | |||||||||||||||||||||||
| Net current-period other comprehensive income | |||||||||||||||||||||||
| Ending balance | $ | $ | ( | $ | ( | ||||||||||||||||||
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, which principally relate to the activities of legacy operations prior to the formation of Enpro in 2002. For 9 of the 19 sites, the future cost of investigation or remediation is expected to be less than $0.5 million per site. 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
19
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 remediations progress at individual sites, these liabilities are reviewed and adjusted to reflect additional technical data and legal information. As of September 30, 2026, and December 31, 2025, we had recorded liabilities aggregating $61.5 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 September 30, 2026, was $6.1 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 the LPRSA were retained by a predecessor of EnPro Holdings when it sold a majority interest in Crucible Materials Corporation (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 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 is being 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 jointly 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
20
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 September 30, 2026 was $0.7 million, which is for work remaining at the LPRSA that is not covered by the settlement. Further adjustments to our reserve for the LPRSA 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.
Effective November 7, 2017, the Company entered into an Administrative Settlement Agreement and Order on Consent for Interim Removal Action with the EPA for the investigation and remediation of these eight mines. Effective July 8, 2022, we entered into a First Modification of Original Administrative Settlement Agreement and Order on Consent for the performance of Engineering Evaluations and Cost Analyses (EE/CAs) of potential remedial options at each of the 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. The EE/CAs evaluated multiple remedial alternatives, including consolidating and capping mining wastes onsite (the low end of reasonably likely cost) and excavating and transporting mining waste to an off-site “regional repository” location (the high end of reasonably likely cost). Based on the evaluation criteria applied in the EE/CAs, the Company ranked consolidating and capping mining wastes on site as the most preferred option at each of the two priority mines.
In June 2026, the EPA informed the Company that it is likely to recommend a remedial alternative requiring the excavation and off-site disposal of mine waste from the two priority mines and identified policy considerations the agency is incorporating into its review of all mine sites within the Navajo Nation that favor off-site disposal alternatives over capping material in place. The Company’s reserve reflects all information currently available, including extensive discussions with the EPA regarding potential remedial approaches for the two priority mine sites and preliminary discussions regarding potential remedial alternatives for the remaining six non-priority mine sites, which remain in the investigation phase. As of September 30, 2026, our reserve for this site was $36.2 million, including a $25.2 million increase recorded during the second quarter of 2026.
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 $12.6 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 September 30, 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 September 30, 2026 for the site was $2.6 million. This reserve is based on currently available facts about the site and may be revised as investigation of the site continues.
21
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, prior to Enpro's formation in 2002. 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. On March 31, 2025, 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 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.
Since that dismissal, twenty-two lawsuits have been filed in Yalobusha County Circuit Court in Mississippi (the “Mississippi State Court Proceedings”) by a combined total of 690 plaintiffs, including 639 alleged former employees at the Water Valley Facility or family members of alleged deceased former employees. Fourteen of these Mississippi State Court Proceedings, with a total of 506 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 used TCE named in the above-described Federal Court, and two individual consultants and six consulting and construction firms alleged to have performed environmental investigation or remediation work at the Water Valley Facility. The claims filed in these fourteen lawsuits include product liability, negligence and wrongful death claims based on alleged occupational exposure to TCE at the Water Valley Facility and/or alleged exposure to TCE while working and/or living in the Water Valley community. The eight remaining lawsuits included in the Mississippi State Court Proceedings were filed by 184 plaintiffs and are substantially similar to the other fourteen 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 public nuisance and negligence claims against the Company and these additional defendants. Three of these eight lawsuits also name BorgWarner and Solero Technologies as defendants. In addition, one of the consulting firm defendants has tendered the defense of, and requested indemnification from, the Company with respect to all seventeen Mississippi State Court Proceedings, including the fourteen proceedings in which no Enpro entity has been named as a defendant.
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 September 30, 2026. We have notified relevant workers' compensation and general liability insurers of the claims and petitions described above.
Our reserve at September 30, 2026 for the Water Valley Facility for ongoing cleanup and monitoring costs and operation of a permanent vapor intrusion remediation system was $6.0 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
22
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 September 30, 2026 for the site was $4.7 million.
Other Environmental
In addition to the five sites discussed above, we have additional reserves of $11.4 million for the remaining sites. These amounts represent a reasonable estimate of our probable future costs to remediate these sites given the facts and circumstances known at September 30, 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 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 nine months ended September 30, 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
23
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;
•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.
24
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.
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 capabilities include: (i) engineering, manufacturing and precision machining of complex front-end wafer processing sub-systems, including critical components used in and around semiconductor process chambers that enable the manufacture of leading-edge chips, as well as edge-welded bellows that support critical applications in the space, aerospace and defense markets; (ii) cleaning, 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; and (iii) coatings for critical components and assemblies for semiconductor manufacturing equipment, and 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. In many instances,
25
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 Overlook, which is headquartered in Easthampton, Massachusetts. Overlook specializes in the design and fabrication of single-use technologies and other critical componentry for biopharmaceutical production processes.
On November 14, 2025, we acquired AlpHa Measurement Solutions. AlpHa is a Houston, Texas-based leading provider of liquid analytical sensing technologies and instrumentation for the measurement of key parameters for liquid processes. AlpHa serves customers across a diverse set of end-markets, including industrial process control, water and wastewater, laboratory, and environmental monitoring.
Highlights. Financial highlights for the quarters and nine months ended September 30, 2026 and September 30, 2025 are as follows:
| Quarters Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in millions, except per share data) | |||||||||||||||||||||||
| Net sales | $ | 350.8 | $ | 286.6 | $ | 992.6 | $ | 847.9 | |||||||||||||||
| Net income | $ | 40.3 | $ | 21.6 | $ | 94.8 | $ | 72.5 | |||||||||||||||
| Diluted earnings per share | $ | 1.88 | $ | 1.01 | $ | 4.44 | $ | 3.41 | |||||||||||||||
Adjusted net income1 | $ | 57.0 | $ | 42.4 | $ | 156.2 | $ | 125.8 | |||||||||||||||
Adjusted diluted earnings per share1 | $ | 2.66 | $ | 1.99 | $ | 7.30 | $ | 5.92 | |||||||||||||||
Adjusted EBITDA1 | $ | 91.3 | $ | 69.3 | $ | 254.6 | $ | 208.3 | |||||||||||||||
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.
26
Results of Operations
| Quarters Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Sales | |||||||||||||||||||||||
| Sealing Technologies | $ | 214.7 | $ | 178.2 | $ | 629.9 | $ | 545.3 | |||||||||||||||
| Advanced Surface Technologies | 136.5 | 108.5 | 363.6 | 303.2 | |||||||||||||||||||
| 351.2 | 286.7 | 993.5 | 848.5 | ||||||||||||||||||||
| Intersegment sales | (0.4) | (0.1) | (0.9) | (0.6) | |||||||||||||||||||
| Net sales | $ | 350.8 | $ | 286.6 | $ | 992.6 | $ | 847.9 | |||||||||||||||
| Net income | $ | 40.3 | $ | 21.6 | $ | 94.8 | $ | 72.5 | |||||||||||||||
| Adjusted Segment EBITDA | |||||||||||||||||||||||
| Sealing Technologies | $ | 69.9 | $ | 57.4 | $ | 206.2 | $ | 179.4 | |||||||||||||||
| Advanced Surface Technologies | 34.3 | 21.8 | 88.0 | 62.1 | |||||||||||||||||||
| Total Adjusted Segment EBITDA | $ | 104.2 | $ | 79.2 | $ | 294.2 | $ | 241.5 | |||||||||||||||
| Reconciliations of Net Income to Adjusted Segment EBITDA | |||||||||||||||||||||||
| Net income | 40.3 | 21.6 | $ | 94.8 | $ | 72.5 | |||||||||||||||||
| Income tax expense | (14.2) | (10.5) | (26.4) | (27.4) | |||||||||||||||||||
| Income before income taxes | 54.5 | 32.1 | 121.2 | 99.9 | |||||||||||||||||||
| Acquisition expenses | 0.2 | 2.7 | 1.6 | 3.2 | |||||||||||||||||||
| Amortization of the fair value adjustment to acquisition date inventory | — | — | 3.3 | — | |||||||||||||||||||
| Restructuring expense | — | 0.2 | 0.1 | 0.7 | |||||||||||||||||||
| Depreciation and amortization expense | 27.2 | 25.2 | 81.8 | 75.6 | |||||||||||||||||||
| Corporate expenses | 13.5 | 10.2 | 43.0 | 33.6 | |||||||||||||||||||
| Interest expense, net | 8.2 | 6.4 | 25.3 | 21.9 | |||||||||||||||||||
| Other expense | 0.6 | 2.4 | 17.9 | 6.6 | |||||||||||||||||||
| Adjusted Segment EBITDA | $ | 104.2 | $ | 79.2 | $ | 294.2 | $ | 241.5 | |||||||||||||||
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 $0.5 million, $3.2 million, $0.1 million, and $0.2 million of restructuring expenses for the quarters and nine months ended September 30, 2026 and September 30, 2025, respectively. 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.
27
Third Quarter of 2026 Compared to the Third Quarter of 2025
Sales of $350.8 million in the third quarter of 2026 increased 22.4% from $286.6 million last year. The following table summarizes the impact of acquisitions and foreign currency on segment sales:
| Sales | Percent Change Quarter Ended September 30, 2026 vs. Quarter Ended September 30, 2025 | |||||||||||||||||||||||||||||||
| increase/(decrease) | Organic | Acquisitions | Foreign Currency | Total | ||||||||||||||||||||||||||||
| Enpro Inc. | 16.9 | % | 5.2 | % | 0.3 | % | 22.4 | % | ||||||||||||||||||||||||
| Sealing Technologies | 11.6 | % | 8.5 | % | 0.4 | % | 20.5 | % | ||||||||||||||||||||||||
| Advanced Surface Technologies | 25.8 | % | — | % | — | % | 25.8 | % | ||||||||||||||||||||||||
Discussion of year-over-year operating performance for each segment for the third quarter of 2026:
Sealing Technologies. Sales of $214.7 million in the third quarter of 2026 increased 20.5% compared to $178.2 million in the same period of 2025. Excluding the favorable foreign exchange translation ($0.7 million), and contributions from acquisitions completed in the fourth quarter of 2025 ($15.1 million) sales were up 11.6%, or $20.7 million. Pricing and mix ($6.0 million), as well as strength in space, general industrial, and compositional analysis applications along with year-on-year improvements in commercial vehicle more than offset softness in European biopharmaceutical demand and timing of power generation deliveries year-over-year.
Adjusted Segment EBITDA of $69.9 million in the third quarter of 2026 increased 21.8% from $57.4 million in the third quarter of 2025. Segment AEBITDA margin expanded slightly to 32.6% in the third quarter of 2026 from 32.2% last year. Excluding the favorable foreign exchange translation ($0.3 million) and contribution from acquisitions completed in the fourth quarter of 2025 $4.7 million, adjusted Segment EBITDA increased 13.2%, or $7.6 million. Operating leverage from strong segment sales performance was partially offset by higher headcount and personnel-related costs supporting growth initiatives ($3.8 million).
Advanced Surface Technologies. Sales of $136.5 million in the third quarter of 2026 increased 25.8% or $28.0 million compared to sales of $108.5 million in the same period last year. Accelerating precision cleaning solutions demand, strengthening demand for in-chamber semiconductor tools and assemblies, and increased demand for coatings solutions drove the sales increase.
Adjusted Segment EBITDA of $34.3 million in the third quarter of 2026 increased 57.3% from $21.8 million year over year. Segment AEBITDA margin improved 500 basis points over last year. Contribution from the increase in sales was partially offset by increased personnel and qualification costs supporting new platforms and long-term growth initiatives ($4.9 million) and increased incentive compensation accruals driven by improved segment performance ($2.0 million).
Corporate expenses for the third quarter of 2026 of $13.5 million increased $3.3 million compared to $10.2 million prior year, primarily driven by increased incentive compensation and restructuring related costs.
Interest expense, net in the third quarter of 2026 increased by $1.8 million from last year primarily driven by higher outstanding debt.
Other expense, net in the third quarter of 2026 decreased $1.8 million compared to the same period in 2025, driven primarily by lower costs related to previously divested businesses ($0.9 million) and 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 ($0.7 million).
The effective tax rates for the quarters ended September 30, 2026 and 2025 were 25.9% and 32.6%, respectively. The rate for the quarter ended September 30, 2026 is higher than the U.S. Federal tax rate primarily driven by foreign and state taxes. The rate for the quarter ended September 30, 2025 is higher than the U.S. Federal tax rate primarily driven by foreign and state income taxes and an unfavorable return-to-provision adjustment from our 2024 U.S. federal return.
Net income was $40.3 million, or $1.88 per share, in the third quarter of 2026 compared to $21.6 million, or $1.01 per share, in the third quarter of 2025. Earnings per share is expressed on a fully diluted basis.
28
Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025
Sales of $992.6 million in the first nine months of 2026 increased 17.1% from $847.9 million last year. The following table summarizes the impact of acquisitions and foreign currency on segment sales:
| Sales | Percent Change Nine Months Ended September 30, 2026 vs. Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||
| increase/(decrease) | Organic | Acquisitions | Foreign Currency | Total | ||||||||||||||||||||||
| Enpro Inc. | 10.6 | % | 5.4 | % | 1.1 | % | 17.1 | % | ||||||||||||||||||
| Sealing Technologies | 5.4 | % | 8.4 | % | 1.7 | % | 15.5 | % | ||||||||||||||||||
| Advanced Surface Technologies | 19.9 | % | — | % | — | % | 19.9 | % | ||||||||||||||||||
Discussion of year-over-year operating performance for each segment for the first nine months of 2026:
Sealing Technologies: Sales of $629.9 million in the first nine months of 2026 increased 15.5% compared to $545.3 million in the prior-year period. Excluding favorable foreign exchange translation ($9.3 million) and contribution from acquisitions completed in the fourth quarter of 2025 ($45.9 million), sales were up 5.4%, or $29.4 million. Pricing and mix ($17.3 million), as well as strength in aerospace, general industrial, and compositional analysis applications and firm nuclear demand more than offset weak demand in European biopharmaceutical and soft commercial vehicle OEM sales. Domestic food and biopharmaceutical demand remained firm.
Adjusted Segment EBITDA of $206.2 million in the first nine months of 2026 increased 14.9%, or $26.8 million, from $179.4 million prior year. Adjusted Segment EBITDA margin of 32.7% in the first nine months of 2026 was relatively flat compared to the prior year. Excluding the favorable foreign exchange translation ($3.2 million) and contribution from acquisitions completed in the fourth quarter of 2025 ($12.9 million), Adjusted Segment EBITDA increased 6.0%, or $10.8 million. Operating leverage from revenue growth was offset in part by increased expenses supporting sales growth initiatives ($7.2 million).
Advanced Surface Technologies: Sales of $363.6 million in the first nine months of 2026 increased 19.9%, or $60.4 million, compared to $303.2 million in the prior-year period, reflecting continued strength in precision cleaning solutions serving the leading edge, strengthening demand for semiconductor capital equipment, and increased demand in coatings solutions.
Adjusted Segment EBITDA of $88.0 million in the first nine months of 2026 increased 41.7%, or $25.9 million, from $62.1 million in the comparable period of 2025. Adjusted Segment EBITDA margin of 24.2% was up from 20.5%. The robust sales performance drove the strong EBITDA growth and margin expansion, offset in part by expenses supporting the sales growth ($12.1 million) and increased incentive compensation accruals from the strong performance ($4.5 million).
Corporate expenses for the first nine months of 2026 of $43.0 million increased $9.4 million compared to last year primarily due to increased incentive compensation and restructuring related costs.
Interest expense, net in the first nine months of 2026 increased by $3.4 million compared to last year driven slightly higher average outstanding debt balances from acquisitions completed in 2025 and lower interest income from using strong cash generation to accelerate reduction in revolving debt.
Other expense in the first nine months of 2026 increased $11.3 million compared to the same period last year, driven by net environmental reserve adjustments ($16.8 million), partially offset by losses on extinguishment of debt in 2025 ($1.7 million) and 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 ($1.9 million).
The effective tax rates for the nine months ended September 30, 2026 and 2025 were 21.8% and 27.4%, respectively. The rate for the nine months ended September 30, 2026 is higher than the U.S. Federal tax rate primarily driven by foreign and state income taxes offset in part by tax benefits for share-based compensation . The rate for the nine months ended September 30, 2025 is higher than the U.S. Federal tax rate primarily driven by foreign and state income taxes and an unfavorable return-to-provision adjustment from our 2024 U.S. federal return.
Net income was $94.8 million, or $4.44 per share, in the first nine months of 2026 compared to $72.5 million, or $3.41 per share, in the first nine months of 2025. Earnings per share is expressed on a diluted basis.
29
Backlog
As of September 30, 2026, the aggregate amount of transaction price of remaining performance obligations, or backlog, on a consolidated basis was $451.9 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 September 30, 2026, we held $16.2 million of cash and cash equivalents in the United States and $67.2 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 nine months of 2026, we transferred $70.0 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. As of September 30, the balance of the intercompany loan is $40.0 million after dividends declared by certain foreign subsidiaries were utilized to reduce it.
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 nine months of 2026, we repatriated $74.2 million of foreign earnings. We have determined that estimating any tax liability on our investment in foreign subsidiaries is not practicable. Therefore, we have not recorded any deferred tax liability on undistributed earnings of foreign subsidiaries.
Cash Flows
Operating activities provided $172.8 million of cash in the first nine months of 2026 and $138.5 million of cash in the first nine months of 2025. The year-over-year increase was primarily driven by higher Adjusted Segment EBITDA and lower income tax payments (net of refunds).
Investing activities used $40.1 million of cash in the first nine months of 2026 compared to $32.7 million of cash used in investing activities in the first nine months of last year. The increase was primarily driven by higher cash capital expenditures in 2026, partially offset by the redemption of a short-term investment.
Financing activities used $164.2 million of cash in the first nine months of 2026 compared to $220.9 million in the first nine months of 2025. The decrease was driven primarily by higher net repayments of debt in 2025.
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.
30
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 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;
31
• enter into burdensome contracts; and
• 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 September 30, 2026 was $715.2 million after giving consideration to $9.8 million of outstanding letters of credit and $75.0 million of outstanding borrowings. We were in compliance with all covenants of the Amended Credit Facility Agreement as of September 30, 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 September 30, 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 2026, replacing the previous $50.0 million authorization that expired in October 2026. 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.
32
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 quarters and nine months ended September 30, 2026 and 2025 as set forth below.
33
Reconciliation of Net Income to Adjusted Net Income and Adjusted Diluted Earnings Per Share
| Quarters Ended September 30, | ||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||
| (in millions, except per share amounts) | $ | Average common shares outstanding, diluted | Per Share | $ | Average common shares outstanding, diluted | Per Share | ||||||||||||||||||||
| Net income | $ | 40.3 | 21.4 | $ | 1.88 | $ | 21.6 | 21.3 | $ | 1.01 | ||||||||||||||||
| Income tax expense | 14.2 | 10.5 | ||||||||||||||||||||||||
| Income before income taxes | 54.5 | 32.1 | ||||||||||||||||||||||||
| Adjustments from selling, general, and administrative: | ||||||||||||||||||||||||||
| Acquisition expenses | 0.2 | 2.7 | ||||||||||||||||||||||||
| Amortization of acquisition-related intangible assets | 20.2 | 18.8 | ||||||||||||||||||||||||
| Adjustments from other operating expense and cost of sales: | ||||||||||||||||||||||||||
| Restructuring expense | 0.5 | 0.4 | ||||||||||||||||||||||||
| Adjustments from other non-operating expense: | ||||||||||||||||||||||||||
| Costs associated with previously disposed businesses | 0.7 | 1.6 | ||||||||||||||||||||||||
| Pension expense - non-service cost | 0.1 | 0.8 | ||||||||||||||||||||||||
Gain on pension settlement2 | (0.3) | — | ||||||||||||||||||||||||
| Other adjustments: | ||||||||||||||||||||||||||
| Other | 0.1 | 0.1 | ||||||||||||||||||||||||
| Adjusted income before income taxes | 76.0 | 56.5 | ||||||||||||||||||||||||
| Adjusted income tax expense | (19.0) | (14.1) | ||||||||||||||||||||||||
| Adjusted net income | $ | 57.0 | 21.4 | $ | 2.66 | 3 | $ | 42.4 | 21.3 | $ | 1.99 | 3 | ||||||||||||||
34
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||
| (in millions, except per share amounts) | $ | Average common shares outstanding, diluted | Per Share | $ | Average common shares outstanding, diluted | Per Share | ||||||||||||||||||||
| Net income | $ | 94.8 | 21.4 | $ | 4.44 | $ | 72.5 | 21.2 | $ | 3.41 | ||||||||||||||||
| Income tax expense | 26.4 | 27.4 | ||||||||||||||||||||||||
| Income before income taxes | 121.2 | 99.9 | ||||||||||||||||||||||||
| Adjustments from selling, general, and administrative: | ||||||||||||||||||||||||||
| Acquisition expenses | 1.6 | 3.2 | ||||||||||||||||||||||||
| Non-controlling interest compensation allocations | ||||||||||||||||||||||||||
| Amortization of acquisition-related intangible assets | 60.9 | 56.9 | ||||||||||||||||||||||||
| Adjustments from other operating expense and cost of sales: | ||||||||||||||||||||||||||
| Restructuring expense, net | 3.3 | 1.0 | ||||||||||||||||||||||||
| Amortization of the fair value adjustment to acquisition date inventory | 3.3 | — | ||||||||||||||||||||||||
| Adjustments from other non-operating expense: | ||||||||||||||||||||||||||
| Environmental reserve adjustment | 16.1 | (0.7) | ||||||||||||||||||||||||
| Costs associated with previously disposed businesses | 1.4 | 2.3 | ||||||||||||||||||||||||
| Pension expense - non-service cost | 0.4 | 2.4 | ||||||||||||||||||||||||
| Loss on extinguishment of debt | — | 1.7 | ||||||||||||||||||||||||
Reversal of an indemnification asset receivable1 | 0.9 | 0.5 | ||||||||||||||||||||||||
Gain on pension settlement2 | (1.2) | — | ||||||||||||||||||||||||
| Other adjustments: | ||||||||||||||||||||||||||
| Other | 0.3 | 0.5 | ||||||||||||||||||||||||
| Adjusted income before income taxes | 208.2 | 167.7 | ||||||||||||||||||||||||
| Adjusted income tax expense | (52.0) | (41.9) | ||||||||||||||||||||||||
| Adjusted net income | $ | 156.2 | 21.4 | $ | 7.30 | 3 | $ | 125.8 | 21.2 | $ | 5.92 | 3 | ||||||||||||||
1In connection with an acquisition in 2019, we recognized a liability for uncertain tax positions and a related indemnification asset for the portion of that liability recoverable from the seller. We determined the statute of limitations expired on some of the uncertain tax positions in 2026 and, accordingly, removed a portion of the liability and receivable. The release of the related liability was recorded as part of our tax expense for the nine months ended September 30, 2026 and the reversal of the related receivable was recorded as an expense in other non-operating income (expense) on our consolidated statement of operations.
2The termination and settlement of the Company’s U.S. defined benefit pension plan were substantially completed in the fourth quarter of 2025, resulting in the recognition of a non-cash settlement loss associated with actuarial losses previously deferred in accumulated other comprehensive income on our consolidated balance sheet. During 2026, the Company finalized the annuity purchase to terminate the plan and completed the pension trust settlement process, which resulted in the return of residual pension assets and excess trust funds to the Company. These transactions generated favorable adjustments that partially offset the settlement loss recognized in 2025.
3Adjusted 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%.
35
Reconciliation of Net Income to Adjusted EBITDA
| Quarters Ended | Nine Months Ended | ||||||||||||||||
| September 30, | September 30, | ||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net income | $ | 40.3 | $ | 21.6 | $ | 94.8 | $ | 72.5 | |||||||||
| Adjustments to arrive at earnings before interest, income taxes, depreciation, amortization, and other selected items (Adjusted EBITDA): | |||||||||||||||||
| Interest expense, net | 8.2 | 6.4 | 25.3 | 21.9 | |||||||||||||
| Income tax expense | 14.2 | 10.5 | 26.4 | 27.4 | |||||||||||||
| Depreciation and amortization expense | 27.3 | 25.2 | 82.0 | 75.6 | |||||||||||||
| Restructuring expense, net | 0.5 | 0.4 | 3.3 | 1.0 | |||||||||||||
| Environmental reserve adjustments | — | — | 16.1 | (0.7) | |||||||||||||
| Costs associated with previously disposed businesses | 0.7 | 1.6 | 1.4 | 2.3 | |||||||||||||
| Acquisition expenses | 0.2 | 2.7 | 1.6 | 3.2 | |||||||||||||
| Pension expense - non-service cost | 0.1 | 0.8 | 0.4 | 2.4 | |||||||||||||
| Amortization of the fair value adjustment to acquisition date inventory | — | — | 3.3 | — | |||||||||||||
| Loss on extinguishment of debt | — | — | — | 1.7 | |||||||||||||
Reversal of an indemnification asset receivable1 | — | — | 0.9 | 0.5 | |||||||||||||
Gain on pension settlement2 | (0.3) | — | (1.2) | — | |||||||||||||
| Other | 0.1 | 0.1 | 0.3 | 0.5 | |||||||||||||
| Adjusted EBITDA | $ | 91.3 | $ | 69.3 | $ | 254.6 | $ | 208.3 | |||||||||
Adjusted EBITDA as presented in the table above also represents the amount defined as "EBITDA" under the Indenture.
1In connection with an acquisition in 2019, we recognized a liability for uncertain tax positions and a related indemnification asset for the portion of that liability recoverable from the seller. We determined the statute of limitations expired on some of the uncertain tax positions in 2026 and, accordingly, removed a portion of the liability and receivable. The release of the related liability was recorded as part of our tax expense for the nine months ended September 30, 2026 and the reversal of the related receivable was recorded as an expense in other non-operating income (expense) on our consolidated statement of operations.
2The termination and settlement of the Company’s U.S. defined benefit pension plan were substantially completed in the fourth quarter of 2025, resulting in the recognition of a non-cash settlement loss associated with actuarial losses previously deferred in accumulated other comprehensive income on our consolidated balance sheet. During 2026, the Company finalized the annuity purchase to terminate the plan and completed the pension trust settlement process, which resulted in the return of residual pension assets and excess trust funds to the Company. These transactions generated favorable adjustments that partially offset the settlement loss recognized in 2025.
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
36
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 February 2026, we executed a new intercompany note agreement. Beginning that month, we entered into forward contracts of 19.0 million Euro and $23.4 million to hedge exposures related to the 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 (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 was scheduled to mature on October 15, 2026.
In June 2026, we elected to terminate and settle the Swap prior to the maturity date of October 15, 2026. Upon settlement, we paid the counterparties approximately $1.8 million, representing the fair value of the Swap at the settlement date, and the Swap was extinguished. Amounts previously recorded in accumulated other comprehensive income as part of the net investment hedge will remain in equity until the related foreign operations are substantially liquidated or otherwise disposed of, consistent with the accounting treatment for net investment hedges. Following the settlement, we no longer have any outstanding obligations or rights under the Swap. The cash payment associated with the June 2026 settlement of the Swap of $1.8 million is included in investing activities in the Consolidated Statements of Cash Flows.
During the term of the Swap, we received 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.
We designated the Swap as qualifying hedging instruments and accounted for the Swap as a net investment hedge. The gains and losses resulting from fair value adjustment to the Swap, excluding interest accruals related to the above receipts, have been recorded in accumulated other comprehensive income within our cumulative foreign currency translation adjustment, as the Swap was effective in hedging the designated risk. Interest-related cash flows related to the Swap are included in operating activities in the Consolidated Statements of Cash Flows.
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
37
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 September 30, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
38
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. Subsequent military actions by Iran and groups supported by Iran have resulted in adverse impacts on commercial shipping and other transport of critical raw materials, including oil, 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.
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 | ||||||||||||||||||||||
| July 1 - July 31, 2026 | — | — | — | $50,000,000 | (1) | |||||||||||||||||||||
| August 1 - August 31, 2026 | — | — | — | $50,000,000 | (1) | |||||||||||||||||||||
| September 1 - September 30, 2026 | 300 | (2) | $ | 303.40 | (2) | — | $50,000,000 | (1) | ||||||||||||||||||
| Total | 300 | (2) | $ | 303.40 | (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.
39
(2)In September 2026, a total of 300 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, 45 shares were valued at a price of $287.16 per share, the closing trading price of our common stock on September 16, 2026, and 255 of these shares were valued at a price of $306.26 per share, the closing trading price of our common stock on September 30, 2026. Accordingly, the total 300 shares were valued at a weighted average price of $303.40 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 September 30, 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.
40
EXHIBIT INDEX
| 31.1† | |||||
| 31.2† | |||||
| 32† | |||||
| 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
41
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 3rd day of November, 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 | |||||
42
Exhibit 31.1
CERTIFICATION
I, Eric A. Vaillancourt, certify that:
1. I have reviewed this Form 10-Q for the quarter ended September 30, 2026 of Enpro Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | November 3, 2026 | /s/ Eric A. Vaillancourt | ||||||
| Eric A. Vaillancourt | ||||||||
| President and Chief Executive Officer | ||||||||
Exhibit 31.2
CERTIFICATION
I, Joseph F. Bruderek Jr., certify that:
1. I have reviewed this Form 10-Q for the quarter ended September 30, 2026 of Enpro Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | November 3, 2026 | /s/ Joseph F. Bruderek Jr. | ||||||
| Joseph F. Bruderek Jr. | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
Exhibit 32
CERTIFICATION
The undersigned chief executive officer and chief financial officer of the registrant each certifies pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge, this report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and that to his knowledge, the information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Enpro Inc. and will be retained by Enpro Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
| Date: | November 3, 2026 | /s/ Eric A. Vaillancourt | ||||||
| Eric A. Vaillancourt | ||||||||
| President and Chief Executive Officer | ||||||||
| Date: | November 3, 2026 | /s/ Joseph F. Bruderek Jr. | ||||||
| Joseph F. Bruderek Jr. | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||