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Enpro Inc.

For the period ended Dec 31, 2025. Filed Feb 19, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 19, 2026

NPO$258.30+0.4%Stored close · as of Nov 6, 2026
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31, 2025

☐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)

North Carolina01-0573945
(State or other jurisdiction of incorporation)(I.R.S. Employer Identification No.)
5605 Carnegie Boulevard
Charlotte
North Carolina28209
(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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.01 par valueNPONew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes¨ No ý

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 such 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 (§ 232.405 of this chapter) 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.

Large accelerated filer☒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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

ý

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements

of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

¨

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-

based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant

to §240.10D-1(b).

¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ Noý

The aggregate market value of voting and nonvoting common stock of the registrant held by non-affiliates of the registrant as of June 30, 2025 was $4,008,276,843. As of February 5, 2026, there were 21,248,001 shares of common stock of the registrant outstanding, which includes 174,141 shares of common stock held by a subsidiary of the registrant and accordingly are not entitled to be voted.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement for the 2026 annual meeting of shareholders are incorporated by reference into Part III.

TABLE OF CONTENTS

Page
PART I
Item 1Business1
Item 1ARisk Factors8
Item 1BUnresolved Staff Comments16
Item 1CCybersecurity16
Item 2Properties18
Item 3Legal Proceedings18
Item 4Mine Safety Disclosures19
Executive Officers of the Registrant19
PART II
Item 5Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities21
Item 6[Reserved]22
Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations23
Item 7AQuantitative and Qualitative Disclosures About Market Risk39
Item 8Financial Statements and Supplementary Data40
Item 9Changes In and Disagreements with Accountants on Accounting and Financial Disclosure40
Item 9AControls and Procedures41
Item 9BOther Information41
Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections41
PART III
Item 10Directors, Executive Officers and Corporate Governance43
Item 11Executive Compensation43
Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters43
Item 13Certain Relationships and Related Transactions, and Director Independence44
Item 14Principal Accountant Fees and Services44
PART IV
Item 15Exhibits and Financial Statement Schedules44
Exhibit Index45
Signatures48
Report of Independent Registered Public Accounting Firm49
Consolidated Statements of Operations51
Consolidated Statements of Comprehensive Income52
Consolidated Statements of Cash Flows53
Consolidated Balance Sheets55
Consolidated Statements of Changes in Shareholders’ Equity56
Notes to Consolidated Financial Statements57
Schedule II – Valuation and Qualifying Accounts96
ContentsView on SEC.gov

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