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Enpro Inc.

Enpro Inc.NPO決算レポート

NYSE · 素材 · ガスケット、包装及び密封装置とゴム及びプラスチックホース

Enpro is a US-based industrial technology company that designs and manufactures products and materials for technology-intensive sectors. The company serves industries such as semiconductors, aerospace, power generation, heavy-duty trucking, agricultural machinery, chemical processing, pulp and paper, and life sciences from 61 primary manufacturing facilities located in 12 countries, worldwide. It is organized under three segments: Sealing Technologies, Advanced Surface Technologies, and Engin...

What changed in Enpro Inc.'s 10-K — 2024 vs 2025

Top changes in Enpro Inc.'s 2025 10-K

280 paragraphs added · 300 removed · 219 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

53 edited+22 added−10 removed33 unchanged
Our products are also used in sanitary markets, such as food and beverage and pharmaceuticals, where product integrity and safety are extremely important. We sell these gasket products under a number of brand names, including: Garlock®, Gylon®, Blue-Gard®, ONE-UP®, Bio-Pro®, Tuf-Steel®, Detectomer®, and LINK-SEAL®. These products have a long-standing reputation for performance and reliability within the industries we serve.
Our products are also used in sanitary markets, such as food and beverage and pharmaceuticals, where product integrity and safety are extremely important. We sell these gasket products under a number 3 of brand names, including: Garlock®, Gylon®, Blue-Gard®, ONE-UP®, Bio-Pro®, Tuf-Steel®, Detectomer®, and LINK-SEAL®. These products have a long-standing reputation for performance and reliability within the industries we serve.
We routinely employ in-process inspection by using testing equipment as a process aid during all stages of development, design and production to ensure product quality and reliability. These include but not limited to, state-of-the-art CAD/CAM equipment, statistical process control systems, laser tracking devices, failure mode and effect analysis, and coordinate measuring machines.
We routinely employ in-process inspection by using testing equipment as a process aid during all stages of development, design and production to ensure product quality and reliability. These include but are not limited to, state-of-the-art CAD/CAM equipment, statistical process control systems, laser tracking devices, failure mode and effect analysis, and coordinate measuring machines.
Technetics designs, manufactures and sells high performance metal seals, mechanical seals, and elastomeric seals. These products are used in extreme applications for a variety of industries, including semiconductor, aerospace (including commercial space), power generation, oil and gas, life sciences and other markets. Technetics’ brands include HELICOFLEX®, TEXEAL®, FELTMETAL™, CEFILAC GPA®, Qualiseal®, CEFIL’AIR®, and ORIGRAF®.
Technetics Sealing designs, manufactures and sells high performance metal seals, mechanical seals, and elastomeric seals. These products are used in extreme applications for a variety of industries, including semiconductor, aerospace (including commercial space), power generation, oil and gas, life sciences and other markets. Technetics’ brands include HELICOFLEX®, TEXEAL®, FELTMETAL™, CEFILAC GPA®, Qualiseal®, CEFIL’AIR®, and ORIGRAF®.
These rotary seals are used for many markets, including for demanding applications in the steel, machine building, and mining and pulp and paper processing industries, under the well-known brand names Klozure® and PS Seal. 3 Compression packing is used to provide sealing in pressurized, static and dynamic applications such as pumps and valves.
These rotary seals are used for many markets, including for demanding applications in the steel, machine building, and mining and pulp and paper processing industries, under the well-known brand names Klozure® and PS Seal. Compression packing is used to provide sealing in pressurized, static and dynamic applications such as pumps and valves.
We believe that these raw materials and components are generally available from various suppliers, though sources for certain raw materials and components are limited. Advanced Surface Technologies Segment Overview . Our Advanced Surface Technologies ("AST") segment is composed of four operating businesses, NxEdge, Technetics Semi, LeanTeq, and Alluxa.
We believe that these raw materials and components are generally available from various suppliers, though sources for certain raw materials and components are limited. 4 Advanced Surface Technologies Segment Overview. Our Advanced Surface Technologies ("AST") segment is composed of four operating businesses, NxEdge, Technetics Semi, LeanTeq, and Alluxa.
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, medical, filtration and semiconductor fabrication.
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.
The distribution took place on May 31, 2002. Today, Enpro Inc. is a leading-edge industrial technology company focused on critical applications across a diverse group of growing end markets including semiconductor, industrial process, commercial vehicle, sustainable power generation, aerospace, food and pharmaceuticals, photonics and life sciences.
The distribution took place on May 31, 2002. Today, Enpro Inc. is a leading-edge industrial technology company focused on critical applications across a diverse group of growing end markets including semiconductor, industrial process, commercial vehicle, sustainable power generation, aerospace, food and biopharmaceuticals, photonics and life sciences.
In connection with the acquisition of AMI, there were $3.9 million of acquisition-related costs incurred during the year ended December 31, 2024 that are included in selling, general, and administrative expense in the accompanying Consolidated Statements of Operations.
In connection with the acquisition of AMI, there were $3.9 million of acquisition-related costs incurred during the year ended December 31, 2024 which are included in selling, general, and administrative expense in the accompanying Consolidated Statements of Operations.
Our businesses are differentiated from competitors with technology, applied engineering advantage and reliability, as well as customer service, application expertise, technical support, on-time delivery, breadth of product offering, reputation for quality, and product availability. Our leading brand names, including Garlock®, Technetics®, and STEMCO®, have been built upon long-standing reputations for reliability, engineering expertise, safety and durability.
Our businesses are differentiated from competitors with technology, applied engineering advantage and reliability, as well as customer service, application expertise, technical support, on-time delivery, breadth of product offering, reputation for quality, and product availability. Our leading brand names, including Garlock®, Technetics®, STEMCO® and Advanced Micro Instruments®, have been built upon long-standing reputations for reliability, engineering expertise, safety and durability.
We will make this annual report, in addition to our other annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports, available free of charge on our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (the "SEC").
We will make this annual report, in addition to our other annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports, available free of charge on our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
We continue to focus on the mental well-being of our colleagues through company-wide resource groups that focus on mental health, as well as through our employee assistance programs and a mental health support community group. Focus on Workforce and Respect .
We continue to focus on the mental well-being of our colleagues through company-wide resource groups that focus on mental health, as well as through our employee assistance programs and a mental health support community group.
In the semiconductor cleaning space, our competitors include a limited number of other providers of cleaning solutions, primarily in Taiwan, Japan, South Korea and the United States, with no provider having a dominant global market position. The optical coatings market is highly fragmented, with numerous small competitors to Alluxa. Raw Materials and Components.
In the semiconductor cleaning space, our competitors include a number of other providers of cleaning solutions, primarily in Taiwan, Japan, South Korea and the United States, with no provider having a dominant global market position. The coatings market is highly fragmented, with numerous small competitors to Alluxa and NxEdge. Raw Materials and Components.
Dispositions During the third quarter of 2022, we entered into an agreement to sell our GGB business and announced our intention to sell Garlock Pipeline Technologies, Inc. ("GPT"), which was sold in January 2023. These businesses comprised our remaining Engineered Materials segment ("Engineered Materials").
Dispositions During the third quarter of 2022, we entered into an agreement to sell our GGB business, which sale was completed in November 2022, and announced our intention to sell Garlock Pipeline Technologies, Inc. ("GPT"), which was sold in January 2023. These businesses comprised our remaining Engineered Materials segment ("Engineered Materials").
Approximately 4% of the December 31, 2024 backlog is expected to be filled beyond 2025. Backlog represents orders on hand 5 that we believe to be firm. However, there is no certainty the backlog orders will result in actual sales at the times or in the amounts ordered.
Approximately 5% of the December 31, 2025 backlog is expected to be filled beyond 2026. Backlog represents orders on hand that we believe to be firm. However, there is no certainty the backlog orders will result in actual sales at the times or in the amounts ordered.
NxEdge’s unique set of vertically integrated capabilities with proprietary processes has resulted in a broad range of qualifications at top customers. Technetics Semi engineers and manufactures complex front-end wafer processing sub-systems, new and refurbished electrostatic chuck pedestals, thin film coatings, and edge-welded metal bellows for the semiconductor equipment industry.
NxEdge’s unique set of vertically integrated capabilities with proprietary processes has resulted in a broad range of qualifications at top customers. Technetics Semi engineers, manufactures, and assembles complex front-end wafer processing sub-systems, new and refurbished electrostatic chuck pedestals, and edge-welded metal bellows for the semiconductor equipment industry.
Advanced Surface Technologies’ products and solutions are offered to global customers, with approximately 45% of sales delivered to customers outside the United States in 2024. Representative customers include leading global manufacturers of semiconductor manufacturing equipment, such as Applied Materials and ASML, as well as manufacturers of equipment used in the life sciences and industrial technology industries and government defense contractors.
Advanced Surface Technologies’ products and solutions are offered to global customers, with approximately 48% of sales delivered to customers outside the United States in 2025. Representative customers include leading global manufacturers of semiconductor manufacturing equipment, such as Applied Materials and ASML, as well as manufacturers of equipment used in the life sciences and industrial technology industries and government defense contractors.
Our Advanced Surface Technologies segment uses ultra-high purity chemicals, fluoropolymers, elastomeric compounds, technical ceramics, rare earth materials, specialty substrates, common and exotic metals. We believe that these raw materials and components are generally available from various suppliers, with occasional, isolated and short-term constraints.
Our Advanced Surface Technologies segment uses ultra-high purity chemicals, fluoropolymers, technical ceramics, rare earth materials, specialty substrates, common, exotic and precious metals. We believe 5 that these raw materials and components are generally available from various suppliers, with occasional, isolated and short-term constraints.
Our Sealing Technologies segment sells products and solutions through distribution, original equipment manufacturers (“OEMs”), engineering and construction firms and end users worldwide. Solutions are offered to a broad range of global customers, with approximately 42% of 2024 sales delivered to customers outside the United States. Competition.
Our Sealing Technologies segment sells products and solutions through distribution, original equipment manufacturers (“OEMs”), engineering and construction firms and end users worldwide. Solutions are offered to a broad range of global customers, with approximately 41% of 2025 sales delivered to customers outside the United States. Competition.
In a market with volatile turnover, our aggregate retention rates are at or above market level, in part due to our culture and due to our progressive approach to employee development and focus on employee well-being. Focus on our Communities and Employee Assistance Fund .
In a market with volatile turnover, our aggregate retention rates are at or above market level, in part due to our culture and due to our progressive approach to employee development and focus on employee well-being.
As a result of our practices, we are able to significantly improve the quality of the services we provide and the parts we manufacture, avoid and reduce defects, and improve efficiency and reliability. As of December 31, 2024, 26 of our manufacturing and service facilities were ISO 9001 certified. Four of our facilities are ISO 14001 certified.
As a result of our practices, we are able to significantly improve the quality of the services we provide and the parts we manufacture, avoid and reduce defects, and improve efficiency and reliability. As of December 31, 2025, 29 of our manufacturing and service facilities were ISO 9001 certified. Four of our facilities are ISO 14001 certified.
As these transactions were for the acquisition of all remaining shares of a consolidated subsidiary with no change in control, the portion of the consideration paid that was related to the redeemable non-controlling interest as of the date the options were exercised was recorded within shareholder's equity and as a financing cash flow in the Consolidated Statement of Cash Flows in the respective periods.
This transaction was for the acquisition of all remaining shares of a consolidated subsidiary with no change in control, thus the portion of the consideration paid that was related to the redeemable non-controlling interest as of the date the options were exercised was recorded within shareholder's equity and as a financing cash flow in the Consolidated Statement of Cash Flows in the respective periods.
AMI is a leading provider of highly-engineered, application-specific analyzers and sensing technologies that monitor critical parameters to maintain infrastructure integrity, enable process efficiency, enhance safety, and facilitate the clean energy transition.
AMI is a leading provider of highly engineered, application-specific analyzers, and sensing technologies that monitor critical parameters to maintain infrastructure integrity, enable process efficiency, enhance safety, and facilitate the clean energy transition. AMI is included within the Sealing Technologies segment.
In 2024, we continued to enhance our performance management and development processes, placing emphasis on both manager engagement and employee ownership, including a number of training sessions throughout the enterprise on delivering objective, constructive feedback. We regularly conduct employee engagement and satisfaction surveys, including one completed in early 2024.
In 2025, we continued to enhance our performance management and development processes, placing emphasis on both manager engagement and employee ownership, including training sessions throughout the enterprise on delivering objective, constructive feedback. We regularly conduct employee engagement and satisfaction surveys, including one completed in early 2025.
Background Enpro was incorporated under the laws of the State of North Carolina on January 11, 2002, as a wholly owned subsidiary of Goodrich Corporation (“Goodrich”). The incorporation was organized in anticipation of Goodrich’s intended spin-off of its Engineered Industrial Products segment, named Enpro Industries, Inc., by a distribution of the Company's common stock to existing Goodrich shareholders.
Background Enpro was incorporated under the laws of the State of North Carolina on January 11, 2002, as a wholly owned subsidiary of Goodrich Corporation (“Goodrich”). The incorporation was organized in connection with Goodrich’s spin-off of its Engineered Industrial Products segment effected, by a distribution of the Company's common stock to existing Goodrich shareholders.
Unless otherwise indicated, amounts provided in Part I pertain to continuing operations only (see Note 20 to our Consolidated Financial Statements in this Form 10-K for information on discontinued operations and the related disposition of those operations). On January 30, 2023 we completed the sale of GPT.
Unless otherwise indicated, amounts provided in Part I pertain to continuing operations only (see Note 20 to our Consolidated Financial Statements in this Form 10-K for information on discontinued operations and the related disposition of those operations).
In the United States, this includes a company-wide minimum wage of $17 per hour, a 401k plan with an above-market company match, an award-winning health and well-being program, flexible vacation, and time off policies, enhanced employee assistance programs, paid family leave, and comprehensive healthcare benefits, as well as company-paid long-term disability, critical illness, and accident insurance coverage.
In the United States, this includes a company-wide minimum wage of $17 per hour at all facilities that we have operated for at least one year, a 401k plan with an above-market company match, an award-winning health and 7 well-being program, flexible vacation, and time off policies, enhanced employee assistance programs, paid family leave, and comprehensive healthcare benefits, as well as company-paid long-term disability, critical illness, and accident insurance coverage.
In 2020, we launched the Enpro Foundation to support charitable organizations in the communities where our colleagues live and work. Enpro has contributed $2.25 million to the Enpro Foundation since its formation in 2020 and our Foundation has made $1.1 million in donations, with a special focus on charitable organizations nominated by our colleagues.
Enpro has contributed $2.25 million to the Enpro Foundation since its formation in 2020 and our Foundation has made $1.6 million in donations, with a special focus on charitable organizations nominated by our colleagues.
Raw Materials and Components. Our Sealing Technologies segment uses PTFE resins, aramid fibers, specialty elastomers, elastomeric compounds, graphite and carbon, common and exotic metals, cold-rolled steel, leather, aluminum die castings, nitrile rubber, powdered metal components, and various fibers and resins.
Our Sealing Technologies segment uses PTFE, aramid fibers, specialty elastomers, elastomeric compounds, graphite and carbon, common, exotic and precious metals, cold-rolled steel, leather, aluminum die castings, powdered metal components, electronic assemblies, various fibers, resins, chemicals and powders.
Acquisitions of non-controlling interests of Enpro subsidiaries In connection with our acquisition of Alluxa in October 2020, three Alluxa executives (the "Alluxa Executives") received rollover equity interests in the form of approximately 7% of the total equity interest of an entity we formed for the purpose of acquiring Alluxa (the "Alluxa Acquisition Subsidiary").
("Alluxa") in October 2020, three Alluxa executives (the "Alluxa Executives") received rollover equity interests in the form of approximately 7% of the total equity interest of an entity we formed for the purpose of acquiring Alluxa (the "Alluxa Acquisition Subsidiary").
AMI is included within the Sealing Technologies segment. 1 Based in Costa Mesa, California, AMI serves customers in the midstream natural gas, biogas, industrial processing, cryogenics, food processing, laboratory wastewater and aerospace markets.
Based in Costa Mesa, California, AMI serves customers in the midstream natural gas, biogas, industrial processing, cryogenics, food processing, laboratory wastewater and aerospace markets.
Alluxa partners with customers across major end markets to provide customized, complex precision coating solutions through Alluxa’s specialized technology platform and proprietary processes. Customers. Our Advanced Surface Technologies segment sells products and solutions to OEMs, IDMs, industrial agents and distributors, and end users worldwide.
Its products are developed through proprietary coating processes using state-of-the-art, advanced equipment engineered in-house. Alluxa partners with customers across major end markets to provide customized, complex precision coating solutions through Alluxa’s specialized technology platform and proprietary processes. Customers. Our Advanced Surface Technologies segment sells products and solutions to OEMs, IDMs, industrial agents and distributors, and end users worldwide.
We have worked for many years to develop a world-class safety program and culture, where the intention is that all of our colleagues go home each day as healthy as they arrived.
We have worked for many years to develop a world-class safety program and culture, with the intention that all our colleagues go home each day as healthy as they arrived. Our commitment to safety has resulted in excellent safety performance.
The breadth, performance and quality of our product offerings allow us to achieve premium pricing and have made us a preferred supplier, with specified positions in a variety of critical applications, that we can leverage through our distribution channels. We believe that our Sealing Segment’s record of product performance in the major markets it serves is a significant competitive advantage.
The breadth, performance and quality of our product offerings allow us to achieve premium pricing and have made us a preferred supplier, with specified positions in a variety of critical applications, that we can leverage through our distribution channels.
Backlog At December 31, 2024, we had order backlog valued at $240.6 million, of which $122.7 million is related to Sealing Technologies and $117.9 million related to Advanced Surface Technologies, compared with $225.4 million at December 31, 2023, of which $110.4 million related to Sealing Technologies and $115.0 million related to Advanced Surface Technologies.
Backlog At December 31, 2025, we had order backlog valued at $256.7 million, of which $126.2 million is related to Sealing Technologies and $130.6 million related to Advanced Surface Technologies, compared with $240.6 million at December 31, 2024, of which $122.7 million related to Sealing Technologies and $117.9 million related to Advanced Surface Technologies.
GST engineers, designs, manufactures and markets metallic, non-metallic and composite material gaskets; dynamic seals; compression packing; hydraulic components; expansion joints; and wall penetration products.
Garlock consists of two companies: Garlock Sealing Technologies (GST) and Garlock Hygienic Technologies (GHT). GST engineers, designs, manufactures and markets metallic, non-metallic and composite material gaskets; dynamic seals; compression packing; hydraulic components; expansion joints; and wall penetration products.
The company offers a portfolio of oxygen, hydrogen, sulfide and moisture analyzers and proprietary sensing capabilities that detect contaminants in a variety of processes, including natural gas and biogas streams, which enable operators to avoid flaring and, thereby, reduce CO 2 emissions.
AMI offers a portfolio of oxygen, hydrogen, sulfide and moisture analyzers and proprietary sensing capabilities that detect contaminants in a variety of processes, including natural gas and biogas streams, which enable operators to avoid flaring and, thereby, reduce CO 2 emissions. Acquisitions of non-controlling interests of Enpro subsidiaries In connection with our acquisition of Alluxa, Inc.
AST’s products and solutions include: (i) cleaning, coating, testing, refurbishment and verification for critical components and assemblies used in state-of-the-art advanced node semiconductor manufacturing equipment, (ii) designing, manufacturing and selling specialized optical filters and proprietary thin-film coatings for the most challenging applications in the industrial technology, life sciences, communications and semiconductor markets, (iii) engineering and manufacturing complex front-end wafer processing sub-systems and new and refurbished electrostatic chuck pedestals for the semiconductor equipment industry, and (iv) engineering and manufacturing edge-welded metal bellows for the semiconductor equipment industry and critical applications in the space, aerospace and defense markets.
AST’s 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 metal 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 state-of-the-art advanced node semiconductor manufacturing equipment, 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, communications and semiconductor markets.
Our sales from continuing operations by geography in 2024, 2023 and 2022: 2024 2023 2022 (in millions) United States $ 601.7 $ 640.3 $ 687.4 Europe 152.4 149.6 139.7 Asia Pacific and Rest of World 294.6 269.4 272.1 Total $ 1,048.7 $ 1,059.3 $ 1,099.2 All filings can be found on our website at www.enpro.com.
Our sales from continuing operations by geography in 2025, 2024 and 2023: 2025 2024 2023 (in millions) United States $ 647.1 $ 601.7 $ 640.3 Asia Pacific 247.3 210.1 183.1 Europe 162.4 152.4 149.6 Rest of World 86.5 84.5 86.3 Total $ 1,143.3 $ 1,048.7 $ 1,059.3 The Company's filings with the Securities and Exchange Commission (the "SEC") can be found on our website at www.enpro.com.
These capabilities are also leveraged for high reliability in critical applications for space, aerospace and defense markets. 4 LeanTeq provides cleaning, coating, testing, refurbishment and verification solutions for critical components and assemblies used in state-of-the-art advanced node semiconductor manufacturing equipment. LeanTeq offers highly differentiated, proprietary, technology-enabled processes, market-leading process tool expertise, and broad materials proficiency.
These capabilities are also leveraged for high reliability in critical applications for space, aerospace and defense markets. LeanTeq, whose primary operation is located in Taiwan, provides cleaning, coating, testing, refurbishment, metrology and verification solutions for critical components and assemblies used in state-of-the-art advanced node semiconductor manufacturing equipment.
Competitive Pay, Benefits and Equity : We provide comprehensive compensation and benefits programs that are designed to attract and retain colleagues – our most valuable resource.
These efforts will support our continued progress toward creating a safer workplace with fewer risks. Competitive Pay, Benefits and Equity We provide comprehensive compensation and benefits programs that are designed to attract and retain colleagues – our most valuable resource.
If this were to occur, our business, financial condition, results of operations and cash flows could be adversely affected. Human Capital As of December 31, 2024, we had approximately 3,500 employees, of which approximately 65% are in North America, 23% in Asia Pacific, and 12% in Europe.
If this were to occur, our business, financial condition, results of operations and cash flows could be adversely affected. 6 Human Capital As of December 31, 2025, we had approximately 4,000 employees, of which approximately 63% are in North America, 27% are in Asia Pacific, and 10% are in Europe, and approximately 13% of our U.S. employees were members of trade unions covered by two collective bargaining agreements.
We prioritize the promotion of an inclusive environment with opportunities for growth and development for all. The positive impact of our care, compassion, and flexible programs is demonstrated by our employee retention rates.
We focus on creating decision-making environments where the best ideas win and high-quality inputs are welcome regardless of hierarchy or level of experience. We prioritize the promotion of an inclusive environment with opportunities for growth and development for all. The positive impact of our care, compassion, and flexible programs is demonstrated by our employee retention rates.
Information included on or linked to our website is not incorporated by reference into this annual report. Acquisitions On January 29, 2024, Enpro acquired all of the equity securities of Advanced Micro Instruments, Inc. ("AMI"), a privately held company, for $209.4 million, net of cash acquired.
On January 29, 2024, we acquired all of the equity securities of Advanced Micro Instruments, Inc. ("AMI"), a privately held company, for $209.4 million, net of cash acquired.
STEMCO designs, engineers and manufactures innovative wheel-end and suspension products and solutions for the medium and heavy-duty commercial vehicle and trailer markets. STEMCO’s products protect our roadways and make them safer. The critical nature of the STEMCO product offering reduces the possibility of catastrophic failure on the roadways.
STEMCO’s products protect our roadways and make them safer. The critical nature of the STEMCO product offering reduces the possibility of catastrophic failure on the roadways.
Sealing Technologies offers customers widely recognized applied engineering, innovation, process know-how and reliability, driving a enduring aftermarket for many of our products and solutions. Aftermarket or recurring revenue approximates two-thirds of our Sealing Technologies segment’s total revenue. Garlock consists of two companies: Garlock Sealing Technologies (GST) and Garlock Hygienic Technologies (GHT).
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 reliability, driving an enduring aftermarket for many of our products and solutions. Aftermarket or recurring revenue approximates two-thirds of our Sealing Technologies segment’s total revenue.
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 incredibly harsh environments; for example, where extreme temperatures, extreme pressures, corrosive environments, strict tolerances, or worn equipment create challenges for product performance.
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 initiatives, which include those described in “Acquisitions” and “Dispositions” below, have widened our capabilities to provide solutions to the semiconductor, life sciences, and other leading-edge industries. As of December 31, 2024, our continuing operations had 15 primary manufacturing and service facilities (approximately 50,000 square feet or larger) located in 8 countries, including the United States.
As of December 31, 2025, our continuing operations had 15 primary manufacturing and service facility locations (approximately 50,000 square feet or larger) located in 8 countries, including the United States.
In 2023, we received $28.9 million, net of transaction fees and cash sold, resulting in a pretax gain of $14.6 million recognized in the first quarter of 2023. The sale of GGB to The Timken Company closed on November 4, 2022.
Upon the sale of GPT, we received $28.9 million, net of transaction fees and cash sold, resulting in a pretax gain of $14.6 million recognized in the first quarter of 2023. 2 Operations We manage our business as two segments: a Sealing Technologies segment and an Advanced Surface Technologies segment.
Major markets for compression packing products are the pulp and paper, mining, petrochemical and hydrocarbon processing industries. Branded products for these markets include 9000 EVSP®, Quickset®, and Graph-lock®. GHT, includes Rubber Fab and The Aseptic Group, which together, design, manufacture and sell fluid process solutions, including: single-use hygienic seals, tubing, components and assemblies, primary for food and pharma markets.
Major markets for compression packing products are the pulp and paper, mining, petrochemical and hydrocarbon processing industries. Branded products for these markets include 9000 EVSP®, Quickset®, and Graph-lock®.
Having a workforce comprised of diverse backgrounds, perspectives, experiences and skills and that shares a commitment to innovative thinking is critical to our long-term growth and success. We utilize inclusive practices within our talent acquisition processes, always with the goal of hiring the best person for the role, wholistically, and bringing in our next set of leaders.
We utilize inclusive practices within our talent acquisition processes, always with the goal of hiring the best person for the role, wholistically, and bringing in our next set of leaders. We have implemented tools and structures as a part of our interview and selection process consist with our goal to select talented and creative individuals with varied perspectives and backgrounds.
Item 7 contains information about sales and profits for each segment, and Note 18 contains information about each segment’s sales by major end market, capital expenditures, depreciation and amortization, and assets. 2 Sales by market for the year ended December 31, 2024 were as follows: Year Ended December 31, 2024 (in millions) Total % of Total Aerospace $ 71.8 6.8% Chemical and material processing 85.1 8.1% Commercial vehicle 174.0 16.6% Food and pharmaceutical 67.7 6.4% General industrial 195.7 18.7% Oil and gas 57.7 5.5% Power generation 72.0 6.9% Semiconductors 324.7 31.0% Total third-party sales $ 1,048.7 100.0% Sealing Technologies Segment Overview .
Sales by market for the year ended December 31, 2025 were as follows: Year Ended December 31, 2025 (in millions) Total % of Total Aerospace $ 92.9 8.1% Commercial vehicle 168.1 14.7% Food and biopharmaceutical 76.3 6.7% General industrial 299.4 26.2% Oil and gas 68.2 6.0% Power generation 71.3 6.2% Semiconductor 367.1 32.1% Total third-party sales $ 1,143.3 100.0% Sealing Technologies Segment Overview .
The competitive landscape in the United States for advanced manufacturing, coating and refurbishment for the semiconductor supply chain includes several providers other than NxEdge, with no provider having a dominant market position. NxEdge has a broad offering of special processes and we believe a higher level of vertical integration than most of its competitors.
The competitive landscape for precision machining of component parts for the semiconductor supply chain includes many providers other than NxEdge and Technetics Semi, with no provider having a dominant market position.
These capabilities extend the life cycles of parts and shorten the time for cleaning of chamber components. Alluxa manufactures specialized optical filters and thin-film coatings for challenging applications in the industrial technology, life sciences, communications, and semiconductor markets. Its products are developed through proprietary coating processes using state-of-the-art, advanced equipment engineered in-house.
LeanTeq offers highly differentiated, proprietary, technology-enabled processes, market-leading process tool expertise, and broad materials proficiency. These capabilities extend the life cycles of parts and improve semiconductor manufacturing efficiency. LeanTeq also operates in Milpitas, California and Tempe, Arizona. Alluxa manufactures specialized optical filters and thin-film coatings for challenging applications in the industrial technology, life sciences, communications, and semiconductor markets.
Removed
Enpro is now the sole owner of Alluxa. In September 2019, Lunar Investment LLC ("Lunar"), a subsidiary of Enpro, acquired all of the equity securities of LeanTeq Co, LTD. and its affiliate LeanTeq LLC (collectively referred to as "LeanTeq").
Added
These initiatives, which include those described in “Acquisitions” and “Dispositions” below, have broadened our capabilities to provide critical solutions in growing semiconductor, life sciences, and test and measurement industries, in addition to the other diverse markets we serve.
Removed
As part of the transaction, two of the equity owners of LeanTeq, who were executives of the acquired entity (the "LeanTeq Executives"), acquired approximately a 10% ownership share of Lunar in the form of rollover equity. LeanTeq is included as part of our Advanced Surface Technologies segment.
Added
Information included on or linked to our website is not incorporated by reference into this annual report. Acquisitions On October 8, 2025, Enpro acquired Overlook Industries, Inc. ("Overlook"). Overlook, which is headquartered in Easthampton, Massachusetts, specializes in the design and fabrication of single-use technologies and other critical componentry for biopharmaceutical production processes.
Removed
During the fourth quarter of 2022, Enpro acquired all of the equity interests of Lunar owned by the LeanTeq Executives and became the sole owner of LeanTeq.
Added
On November 14, 2025, the Company acquired AlpHa Measurement Holdings, LLC (“AlpHa”). AlpHa is a Houston, Texas-based leading provider of liquid analytical sensing technologies and instrumentation for the measurement of key 1 parameters for liquid processes. AlpHa, including its China subsidiary, serves customers across a diverse set of end-markets, including industrial process control, water and wastewater, laboratory, and environmental monitoring.
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We received $298.2 million, net of transaction fees and cash sold, including $3.1 million of payments made in the first quarter of 2023. We recorded a pre-tax gain of $189.1 million as part of our discontinued operations in the fourth quarter of 2022.
Added
We paid $273.9 million, net of cash acquired, for the acquisitions completed in the fourth quarter of 2025. We have funded these acquisitions with available cash on hand in the United States and borrowings under our revolving credit facility.
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The sale of GGB included a subsidiary of our Sealing Technologies segment which is not part of the discontinued operations described above. The results of operations of this subsidiary are included in continuing operations for all periods being reported.
Added
In connection with the acquisitions of these businesses, there were $7.4 million of acquisition-related costs incurred during the year ended December 31, 2025, which are included in selling, general, and administrative expense in the accompanying Consolidated Statements of Operations. The post-acquisition results of Overlook and AlpHa are reflected within the Sealing Technologies segment.
Removed
As a result of this sale, we recorded a $0.4 million loss in the fourth quarter of 2022 in other expense in our consolidated statement of operations. Operations We manage our business as two segments: a Sealing Technologies segment and an Advanced Surface Technologies segment.
Added
Enpro is now the sole owner of Alluxa.
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Our commitment to safety has resulted in our being the only public company to have been recognized on three separate occasions by EHS Today as “America’s Safest Company.” Each year, we enhance our safety culture and safety programs.
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Item 7 contains information about sales and profits for each segment, and Note 18 contains information about each segment’s sales by major end market, capital expenditures, depreciation and amortization, and assets.
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In 2024, our major manufacturing locations took steps to align with ISO 45001: Occupational Health and Safety Management System, with three locations receiving third-party certification. This system provides a framework for identifying and assessing occupational health and safety risks and promotes a culture of continuous improvement in health and safety management.
Added
GHT, includes Rubber Fab, The Aseptic Group and Overlook Industries, which together, design, manufacture and sell fluid process solutions, including: single-use hygienic seals, single-use filler needles, tubing, components, assemblies and other final-fill components, primarily for food and pharma markets. Technetics consists of Technetics Sealing and the Process Analytics group, which includes AMI and AlpHa.
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In 2025, we plan to further align with ISO 45001, while also applying an artificial intelligence ("AI") tool to analyze work tasks and identify 6 improvement ideas and solutions. This tool is focused on reducing ergonomic injuries, which is one of our top risks. These activities will drive our continual improvement efforts within safety.
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AMI and AlpHa together constitute the Process Analytics group, providing compositional analysis solutions to support safety, quality, and process integrity across critical industries. AMI delivers highly engineered analyzers and proprietary sensing technologies that monitor oxygen, hydrogen sulfide, moisture, and other key analytes. Its solutions serve midstream natural gas, biogas, industrial processing, cryogenics, food processing, laboratory, wastewater, and aerospace markets.
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We have implemented tools and structures as a part of our interview and selection process consist with our goal to select talented and creative individuals with varied perspectives and backgrounds. We focus on creating decision-making environments where the best ideas win and high-quality inputs are welcome regardless of hierarchy or level of experience.
Added
AlpHa provides liquid analytical sensing technologies and instrumentation for industrial process control, water and wastewater, laboratory, and environmental monitoring. Its liquid‑phase capabilities complement AMI’s gas‑stream portfolio, enabling a more complete suite of sensing and instrumentation solutions. STEMCO designs, engineers and manufactures innovative wheel-end and suspension products and solutions for the medium and heavy-duty commercial vehicle and trailer markets.
Added
We believe that our Sealing Technologies segment’s record of product performance in the major markets it serves is a significant competitive advantage. Raw Materials and Components.
Added
Some of AST’s operations rely upon sourcing certain rare earth minerals that historically have been sourced indirectly from China. Inventories of these materials are sufficient for near-term requirements and we are working to develop alternative sources for these materials.
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The collective bargaining agreement at our Garlock facility in Palmyra, New York expired on February 15, 2026, and, on February 16, 2026, union employees at that facility implemented a work stoppage pending completion of negotiations of a new agreement.
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Enpro 3.0: Advancing Personal and Professional Growth In the first quarter of 2025, Enpro launched “Enpro 3.0 - Accelerating Personal and Profitable Growth", a multi‑year transformation initiative designed to drive sustained, long-term profitable growth, unlocking the compounding features of our business model, while intentionally deepening our commitment to the personal and professional development of our people.
Added
Enpro 3.0 is a continued reflection of our core values and reinforces our dual bottom-line philosophy, which places value on both financial results and human development, and our longstanding commitment to encouraging, supporting and empowering our people as they continue to grow and develop.
Added
In 2025, our OSHA recordable injury case rate and lost time injury case rates were 0.64 and 0.09, respectively, which were improvements of 33% and 70%, respectively, as compared to our 2024 rates. In 2025, we continued to strengthen our alignment with ISO 45001: Occupational Safety and Health Management Systems.
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Eleven of our locations now operate in accordance with the practices outlined in ISO 45001, and three of our locations have achieved third-party certification. These efforts reflect our ongoing commitment to establishing a consistent and effective safety management framework across the organization.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

42 edited+14 added−7 removed71 unchanged
Other factors that could significantly affect quarterly operating results include, but are not limited to: • demand for our products and services; • the timing and execution of customer contracts; • the timing of sales of our products and services; • contractual penalties for late delivery of long-lead-time products; • increases in costs or operating disruptions due to equipment or labor issues; • changes in foreign currency exchange rates; • changes in applicable tax rates; • an impairment of goodwill or other intangibles at one of our reporting units; • unanticipated delays or problems in introducing new products; • announcements by competitors of new products, services or technological innovations; • changes in our pricing policies or the pricing policies of our competitors; • increased expenses, whether related to sales and marketing, raw materials or supplies, product development or administration; • major changes in the level of economic activity in major regions of the world in which we do business; • costs related to possible future acquisitions or divestitures of technologies or businesses; • an increase in the number or magnitude of product liability or environmental claims; • our ability to expand our operations and the amount and timing of expenditures related to expansion of our operations, particularly outside the U.S.; and • economic assumptions and market factors used to determine postretirement benefits and pension liabilities.
Other factors that could significantly affect quarterly operating results include, but are not limited to: • demand for our products and services; • the timing and execution of customer contracts; • the timing of sales of our products and services; • contractual penalties for late delivery of long-lead-time products; • increases in costs or operating disruptions due to equipment or labor issues; • changes in foreign currency exchange rates; • changes in applicable tax rates; • an impairment of goodwill or other intangibles at one of our reporting units; • unanticipated delays or problems in introducing new products; • announcements by competitors of new products, services or technological innovations; • changes in our pricing policies or the pricing policies of our competitors; 15 • increased expenses, whether related to sales and marketing, raw materials or supplies, product development or administration; • major changes in the level of economic activity in major regions of the world in which we do business; • costs related to possible future acquisitions or divestitures of technologies or businesses; • an increase in the number or magnitude of product liability or environmental claims; • our ability to expand our operations and the amount and timing of expenditures related to expansion of our operations, particularly outside the U.S.; and • economic assumptions and market factors used to determine postretirement benefits and pension liabilities.
In particular, our articles of incorporation and bylaws, among other things: • require a supermajority shareholder vote to approve any business combination transaction with an owner of 5% or more of our shares unless the transaction is recommended by disinterested directors; • limit the right of shareholders to remove directors and fill vacancies; 14 • regulate how shareholders may present proposals or nominate directors for election at shareholders’ meetings; and • authorize our board of directors to issue preferred stock in one or more series, without shareholder approval.
In particular, our articles of incorporation and bylaws, among other things: • require a supermajority shareholder vote to approve any business combination transaction with an owner of 5% or more of our shares unless the transaction is recommended by disinterested directors; • limit the right of shareholders to remove directors and fill vacancies; • regulate how shareholders may present proposals or nominate directors for election at shareholders’ meetings; and • authorize our board of directors to issue preferred stock in one or more series, without shareholder approval.
These actions, or the threat of these actions in the United States or other jurisdictions material to our operations and end markets, could depress demand for our products or increase the cost to manufacture our products, which may affect the competitiveness of our products relative to manufacturers not affected by such actions, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
These actions, or the threat of these actions in the United States or other 8 jurisdictions material to our operations and end markets, could depress demand for our products or increase the cost to manufacture our products, which may affect the competitiveness of our products relative to manufacturers not affected by such actions, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
A prolonged and severe downward cycle in our markets, particularly in our semiconductor markets, could have a material adverse effect on our 7 business, financial condition, results of operations and cash flows. In addition, in the past, we have experienced downturns in end-market demand due to uncertainty regarding the impact of tariffs or threatened tariffs and related trade tensions.
A prolonged and severe downward cycle in our markets, particularly in our semiconductor markets, could have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, in the past, we have experienced downturns in end-market demand due to uncertainty regarding the impact of tariffs or threatened tariffs and related trade tensions.
Failure to properly manage these risks could adversely affect our business, financial condition, results of operations and cash flows. Risks Related to Our Capital Structure Our debt agreement and the indenture governing our senior notes impose limitations on our operations, which could impede our ability to respond to market conditions, address unanticipated capital investments and/or pursue business opportunities.
Failure to properly manage these risks could adversely affect our business, financial condition, results of operations and cash flows. 14 Risks Related to Our Capital Structure Our debt agreement and the indenture governing our senior notes impose limitations on our operations, which could impede our ability to respond to market conditions, address unanticipated capital investments and/or pursue business opportunities.
Additionally, disputes with insurance carriers over coverage may affect the timing of cash flows and, if litigation with the carrier becomes necessary, an outcome unfavorable to us may have a material adverse effect on our results of operations. 9 Our business may be adversely affected by information technology disruptions .
Additionally, disputes with insurance carriers over coverage may affect the timing of cash flows and, if litigation with the carrier becomes necessary, an outcome unfavorable to us may have a material adverse effect on our results of operations. Our business may be adversely affected by information technology disruptions .
Failure to offer competitive employee benefits may result in our inability to recruit or maintain key employees. Other risks to our business include potential changes in environmental rules or regulations, which could negatively impact our manufacturing processes, or changes to the magnitude of costs at existing environmental sites.
Failure to offer competitive employee benefits may result in our inability to recruit or maintain key employees. Other risks to our business include potential changes in environmental rules or regulations, which could 12 negatively impact our manufacturing processes, or changes to the magnitude of costs at existing environmental sites.
Our failure to offer to purchase all outstanding notes or to purchase all validly tendered notes would be an event of default under the indenture governing our senior notes. Such an event of default may cause the acceleration of our other debt. 13 We may incur increased interest expense as a result of our variable rate debt.
Our failure to offer to purchase all outstanding notes or to purchase all validly tendered notes would be an event of default under the indenture governing our senior notes. Such an event of default may cause the acceleration of our other debt. We may incur increased interest expense as a result of our variable rate debt.
Similarly, the loss of a key supplier, the unavailability of a key raw material, or other disruptions of our supply chain could adversely affect our business, financial condition, results of operations and cash flows. In addition, we have limited sources for certain key raw materials and other supplies.
The loss of a key supplier, the unavailability of a key raw material, or other disruptions of our supply chain could adversely affect our business, financial condition, results of operations and cash flows. In addition, we have limited sources for certain key raw materials and other supplies.
The impacts of climate change and legal or regulatory initiatives to address climate change could 10 have a long-term adverse impact on our business and results of operations.
The impacts of climate change and legal or regulatory initiatives to address climate change could have a long-term adverse impact on our business and results of operations.
We have experienced cybersecurity attacks and, while we believe that we have adopted appropriate measures and procedures to mitigate potential risks to our systems from information technology-related disruptions, it is possible that a cybersecurity attack could be successful in breaching the measures and procedures designed to protect our systems, including due to the development, through the application of artificial intelligence, of more advanced cybersecurity attacks.
We have experienced cybersecurity attacks and, while we believe that we have adopted appropriate measures and procedures to mitigate potential risks to our systems from information technology-related disruptions, it is possible that a cybersecurity attack could be successful in breaching the measures and procedures designed to protect our systems, including due to the development, through the application of artificial intelligence and quantum computing, of more advanced cybersecurity attacks.
We endeavor to identify and obtain in established markets insurance agreements to cover certain significant risks and liabilities, though insurance against some of the risks inherent in our operations (such as insurance covering down-stream customer product recalls) is either unavailable or available only at rates or on terms that we consider excessive.
We endeavor to identify and obtain in established markets insurance agreements to cover certain significant risks and liabilities, though insurance against some of the risks inherent in our operations (such as insurance covering down-stream customer product recalls or nuclear-related liabilities) is either unavailable or available only at rates or on terms that we consider excessive.
Because we sell our products and provide services in a number of foreign countries, we are subject to risks associated with doing business internationally. In 2024, we derived approximately 43% of our net sales from sales of our products and solutions outside of the U.S.
Because we sell our products and provide services in a number of foreign countries, we are subject to risks associated with doing business internationally. In 2025, we derived approximately 43% of our net sales from sales of our products and solutions outside of the U.S.
Due to consolidation in the semiconductor manufacturing equipment industry, a small number of companies control a significant majority of the global production of semiconductor manufacturing equipment. As a result, the segment is dependent on certain key relationships with customers in that industry, including a customer that accounted for approximately 21% of our 2024 consolidated net sales.
Due to consolidation in the semiconductor manufacturing equipment industry, a small number of companies control a significant majority of the global production of semiconductor manufacturing equipment. As a result, the segment is dependent on certain key relationships with customers in that industry, including a customer that accounted for approximately 24% of our 2025 consolidated net sales.
Outside the U.S., we operate 8 primary manufacturing and service facilities (approximately 50,000 square feet or larger) located in 7 countries.
Outside the U.S., we operate 8 primary manufacturing and service facility locations (approximately 50,000 square feet or larger) located in 7 countries.
Our sales and operating activities outside of the U.S. are, and will continue to be, subject to a number of risks, including: • unfavorable fluctuations in foreign currency exchange rates, including long-term contracts denominated in foreign currencies; • adverse changes in foreign tax, legal and regulatory requirements; • political and economic instability, including any conflict, threat of conflict or other external destabilizing activities that may affect Taiwan; • difficulty in protecting intellectual property; • government embargoes, tariffs and trade protection measures, 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, could significantly increase our cost of products or otherwise reduce our sales and harm our business; • cultural norms and expectations that may sometimes be inconsistent with our Code of Conduct and our requirements about the manner in which our employees, agents and distributors conduct business; • differing labor regulations; and • acts of hostility, terror or war. 12 Any of these factors, individually or together, could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Our sales and operating activities outside of the U.S. are, and will continue to be, subject to a number of risks, including: 13 • political and economic instability, including any conflict, threat of conflict or other external destabilizing activities that may affect Taiwan; • unfavorable fluctuations in foreign currency exchange rates, including long-term contracts denominated in foreign currencies; • adverse changes in foreign tax, legal and regulatory requirements; • difficulty in protecting intellectual property; • government embargoes, tariffs and trade protection measures, 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, could significantly increase our cost of products or otherwise reduce our sales and harm our business; • cultural norms and expectations that may sometimes be inconsistent with our Code of Conduct and our requirements about the manner in which our employees, agents and distributors conduct business; • differing labor regulations; and • acts of hostility, terror or war.
Additional financing or refinancing might not be available and, if available, may not be at economically favorable terms, including at interest rates in excess of the rates applicable to the Company’s outstanding indebtedness. Further, an increase in leverage could lead to deterioration in our credit ratings.
The credit environment could impact our ability to borrow money in the future. Additional financing or refinancing might not be available and, if available, may not be at economically favorable terms, including at interest rates in excess of the rates 11 applicable to the Company’s outstanding indebtedness. Further, an increase in leverage could lead to deterioration in our credit ratings.
If we fail to achieve or improperly report on our progress toward achieving our goals and commitments to reduce our carbon footprint or in environmental and sustainability programs and initiatives, the results could have an adverse impact on our business, financial position, results of operations or cash flows.
If we fail to align product investment to adjust to a low-carbon economy, or if we do not achieve or improperly report on our progress toward achieving our goals and commitments to reduce our carbon footprint or in environmental and sustainability programs and initiatives, the results could have an adverse impact on our business, financial position, results of operations or cash flows.
The agreement governing our senior secured revolving credit facility and the indenture governing our senior notes impose limitations on our operations, such as limitations on certain restricted payments, investments, incurrence or repayment of indebtedness, and maintenance of a consolidated net leverage ratio and an interest coverage financial ratio.
The agreement governing our senior secured revolving credit facility imposes limitations on our operations, such as limitations on certain restricted payments, investments, incurrence or repayment of indebtedness, and maintenance of a consolidated net leverage ratio and an interest coverage financial ratio. In addition, the indenture governing our senior notes contains limitations on certain asset sales and granting of liens.
Increased energy or compliance costs and expenses as a result of increased legal or regulatory requirements may cause disruptions in, or an increase in the costs associated with, the manufacturing and distribution of our products.
Increased energy or compliance costs, increased product investments to address evolving customer needs, and increased expenses as a result of increased legal or regulatory requirements may cause disruptions in, or an increase in the costs associated with, the manufacturing and distribution of our products.
The United States and other countries have imposed and may continue to impose new trade restrictions and export regulations, have levied tariffs and taxes on certain goods, and could significantly increase tariffs on a broad array of goods.
The United States and other countries have imposed and may continue to impose new trade restrictions and export regulations, have levied tariffs and taxes on certain goods, and could significantly increase tariffs on a broad array of goods. Other geopolitical actions or threatened geopolitical actions may adversely affect international trade relations.
The prices of some of our raw materials may continue to increase due to supply chain limitations or the imposition (or announcement of the intended imposition) of new or increased tariffs or changes in trade laws, including tariffs imposed in response to the tariffs announced by the U.S. government in January 2025 with respect to goods sources in China, Mexico, and Canada.
The prices of some of our raw materials may continue to increase due to supply chain limitations or the imposition (or announcement of the intended imposition) of new or increased tariffs or changes in trade laws, including tariffs announced by the U.S. government in 2025 and retaliatory tariffs announced in response thereto.
This commoditization may be accelerated by low-cost foreign competition. Changes in the replacement cycle of certain of our products and solutions, including because of improved product and service quality or improved maintenance, may affect aftermarket demand for such products and solutions.
Changes in the replacement cycle of certain of our products and solutions, including because of improved product and service quality or improved maintenance, may affect aftermarket demand for such products and solutions.
A failure to develop new or improved products and solutions may result in a significant competitive disadvantage. In order to maintain our market positions and margins, we need to continually develop and introduce high-quality, technologically advanced and cost-effective products and solutions on a timely basis, in many cases in multiple jurisdictions around the world.
In order to maintain our market positions and margins, we need to continually develop and introduce high-quality, technologically advanced and cost-effective products and solutions on a timely basis, in many cases in multiple jurisdictions around the world. The failure to do so could result in a significant competitive disadvantage that could materially adversely affect our results of operations.
To remain competitive, we need to invest continuously in manufacturing, marketing, customer service and support and our distribution networks. We also need to develop new products and solutions to continue to meet the needs and desires of our customers. We may not have sufficient resources to continue to make such investments or maintain our competitive position.
To remain competitive, we need to invest continuously in manufacturing, marketing, customer service and support and our distribution networks. We also need to develop new products and solutions to continue to meet the needs and desires of our customers.
The wafer fab equipment for semiconductor manufacturing market, has historically been characterized by rapid changes in demand due to changes in electronics demand, economic conditions (both general and in the semiconductor and electronics industries), industry supply and demand, prices for semiconductors, and the ability of fabricators to manufacture increasingly complex and costly semiconductor devices.
Our products and solutions for the semiconductor manufacturing market, have historically been characterized by rapid changes in demand due to changes in electronics demand, economic conditions (both general and in the semiconductor and electronics industries), industry supply and demand, prices for semiconductors, the level of capital expenditures by manufacturers supplying semiconductor fabricators, and the ability of fabricators to manufacture increasingly complex and costly semiconductor devices.
Borrowings under our revolving credit facility and our term loan facilities incur interest which is variable based on fluctuations in the referenced Secured Overnight Financing Rate ("SOFR"). Increases in the referenced SOFR will increase the Company's borrowing costs and negatively impact financial results and cash flows.
Borrowings under our revolving credit facility incur interest which is variable based on, at our option, either the federal funds rate or the Secured Overnight Financing Rate ("SOFR") plus the applicable margin. Increases in the referenced rate will increase the Company's borrowing costs and negatively impact financial results and cash flows.
Customer dissatisfaction or performance problems with an acquired business, technology, service or product could also have a material adverse effect on our reputation and business. 11 Risks Related to Our Prior Ownership of Disposed Businesses We have exposure to some contingent liabilities relating to previously owned businesses, which could have a material adverse effect on our financial condition, results of operations, and cash flows in any fiscal period.
Risks Related to Our Prior Ownership of Disposed Businesses We have exposure to contingent liabilities relating to previously owned businesses, which could have a material adverse effect on our financial condition, results of operations, and cash flows in any fiscal period.
A loss of a significant number of these agents or distributors, or of a particular agent or distributor in a key market or with key customer relationships, could significantly inhibit our ability to effectively market our products, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. 8 Increased costs for raw materials, the termination of existing supply arrangements or other disruptions of our supply chain has had, and could continue in the future to have, a material adverse effect on our business.
A loss of a 9 significant number of these agents or distributors, or of a particular agent or distributor in a key market or with key customer relationships, could significantly inhibit our ability to effectively market our products, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Growing concern over climate change also may result in additional legal or regulatory requirements designed to reduce or mitigate the effects of carbon dioxide and other greenhouse gas emissions on the environment.
In addition, Enpro faces transition risks associated with growing concern over climate change, which may result in customer needs evolving to adjust to a low-carbon economy and in additional legal or regulatory requirements designed to reduce or mitigate the effects of carbon dioxide and other greenhouse gas emissions on the environment.
While we have been successful in passing along some of these higher costs, there can be no assurance we will be able to continue doing so without losing customers.
While we have been successful in passing along some of these higher costs, there can be no assurance we will be able to continue doing so without losing customers. Some of AST's operations rely upon sourcing certain rare earth minerals that historically have been sourced indirectly from China.
The loss of key personnel and an inability to attract and retain qualified employees could have a material adverse effect on our operations. We are dependent on the continued services of our leadership team and other key employees. The loss of these personnel without adequate replacement could have a material adverse effect on our operations.
We are dependent on the continued services of our leadership team and other key employees. The loss of these personnel without adequate replacement could have a material adverse effect on our operations. Additionally, we need qualified managers and skilled employees with technical and industry experience in many locations in order to operate our business successfully.
Evolving regulatory restrictions on per- and polyfluoroalkyl substances (PFAS) may restrict the manufacture or use of fluoropolymers, including PTFE, which are currently included as critical components in certain of our products.
We would be required to incur increased compliance costs if we were to become subject to these mandatory climate-related reporting requirements. Evolving regulatory restrictions on per- and polyfluoroalkyl substances (PFAS) may restrict the manufacture or use of fluoropolymers, including PTFE, which are currently included as critical components in certain of our products.
The failure to do so could result in a significant competitive disadvantage that could materially adversely affect our results of operations. Debt incurred in the future to refinance existing indebtedness, to fund strategic acquisitions or for other needs may be at interest rates greater than the rates applicable to the Company’s current indebtedness.
Debt incurred in the future to refinance existing indebtedness, to fund strategic acquisitions or for other needs may be at interest rates greater than the rates applicable to the Company’s current indebtedness.
Additionally, we need qualified managers and skilled employees with technical and industry experience in many locations in order to operate our business successfully. From time to time, there may be a shortage of skilled labor, which may make it more difficult and expensive for us to attract and retain qualified employees.
From time to time, there may be a shortage of skilled labor, which may make it more difficult and expensive for us to attract and retain qualified employees.
For example, tapered roller bearings manufactured at our facilities in China that are imported into the United States before re-sale to customers are currently subject to “anti-dumping” duties imposed by the U.S.
Any of these factors, individually or together, could have a material adverse effect on our business, financial condition, results of operations and cash flows. For example, tapered roller bearings manufactured at our facilities in China that are imported into the United States before re-sale to customers are currently subject to “anti-dumping” duties imposed by the U.S.
Additionally, some of our competitors are larger than we are and have substantially greater financial resources than we do. As a result, they may be better able to withstand the effects of periodic economic downturns. Certain of our products and solutions may also experience transformation from unique branded products to undifferentiated price sensitive products and solutions.
We may not have sufficient resources to continue to make such investments or maintain our competitive position. Additionally, some of our competitors are larger than we are and have substantially greater financial resources than we do. As a result, they may be better able to withstand the effects of periodic economic downturns.
We are also exposed to risks from tightening credit markets, through the interest payable on any variable-rate debt, including the interest cost on future borrowings under our senior credit facilities. The credit environment could impact our ability to borrow money in the future.
We may be required to obtain financing in order to fund the refinancing of our senior notes and other outstanding debt, as well as certain strategic acquisitions, if they arise. We are also exposed to risks from tightening credit markets, through the interest payable on any variable-rate debt, including the interest cost on future borrowings under our senior credit facilities.
We may not have sufficient cash to fund a required repurchase of our senior notes upon a change of control.
These limitations could impede our ability to respond to market conditions, address unanticipated capital investment needs and/or pursue business opportunities. We may not have sufficient cash to fund a required repurchase of our senior notes upon a change of control.
For example, in 2014 when our then Fairbanks Morse division and a consortium partner entered into a multi-year arrangement with Electricite de France ("EDF") to supply opposed-piston, diesel engine generator set to EDF for emergency backup power at 20 of EDF's nuclear power plants in France, Enpro Inc. guaranteed the performance of Fairbanks Morse's obligations under agreements with our consortium partner, which guarantee continues to be in place following our sale of Fairbanks Morse, though both Fairbanks Morse and the purchaser of Fairbanks Morse have agreed to indemnify us for any payments we are required to make pursuant to such guarantee.
Additionally, in 2014, prior to the sale of our former Fairbanks Morse division in 2020, Enpro Inc. guaranteed the performance of certain of Fairbanks Morse’s obligations regarding its supply of diesel engine generators used for emergency backup power at nuclear power plants in France, although Fairbanks Morse and its purchaser have agreed to indemnify us for any payments made under such guarantee.
Depending on competitive conditions and other factors, we endeavor to obtain contractual protection against uninsured risks from our customers, including limitations on liability and indemnification.
With respect to certain sales into the nuclear industry, Enpro may benefit from legal frameworks that operate as pooling arrangements to protect suppliers, although the specific structure and availability of such protections vary by country. 10 Depending on competitive conditions and other factors, we endeavor to obtain contractual protection against uninsured risks from our customers, including limitations on liability and indemnification.
Many of our manufacturing facilities use significant amounts of electricity generated by burning fossil fuels, which releases carbon dioxide. Such climate change may impair our production capabilities, disrupt our supply chain or impact demand for our products.
Such physical risks may impair our production capabilities, disrupt our supply chain or impact demand for our products.
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We have seen organic changes related to price increases of raw materials over the past several years.
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In addition, if we fail to timely respond to rapid increases in demand for our products and services, or to effectively manage any corresponding expansion of our manufacturing or service capacity, our customers may divert their purchases of products and services from us to our competitors.
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Our outstanding senior notes, which bear interest at 5.75% per annum, mature on October 15, 2026 and we may be required to obtain financing in order to fund the refinancing of the senior notes and other outstanding debt, as well as certain strategic acquisitions, if they arise.
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Certain of our products and solutions may also experience transformation from unique branded products to undifferentiated price sensitive products and solutions. This commoditization may be accelerated by low-cost foreign competition.
Removed
In addition, under recently implemented governmental requirements, we will incur incremental annual costs in complying with climate-related reporting mandates. Beginning in 2026, the European Union’s Corporate Sustainability Reporting Directive (CSRD) will require that we, and other companies with operations the European Union that exceed requisite financial thresholds report extensive climate-related information for the 2025 financial year.
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The customer base of our Advanced Surface Technologies segment is also geographically concentrated, particularly in Taiwan, Singapore, and the U.S. The geographic concentration of this customer base could shift over time as a result of changes in technology and competitive landscape, geopolitical actions, including government policies and incentives to develop regional semiconductor industries.
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Under laws enacted in California, we, and other companies doing business in California that exceed requisite financial thresholds, will be subject to extensive climate-related reporting on a similar time frame.
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Such a change in geographic concentration may require that we incur significant cost to enable our Advanced Surface Technologies segment to continue to effectively supply its customer base. The loss of key personnel and an inability to attract and retain qualified employees could have a material adverse effect on our operations.
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The reporting requirements of CSRD and the California laws and related regulations, along with other corporate sustainability reporting standards with which we may be required to comply, will result in increased compliance costs and could result in regulatory reporting risks as each standard may have its own required disclosures.
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Increased costs for raw materials, the termination of existing supply arrangements or other disruptions of our supply chain has had, and could continue in the future to have, a material adverse effect on our business. We have seen organic changes related to price increases of raw materials in the past, which have adversely affected our business and results of operations.
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Failure to comply with laws and regulations can have serious consequences, including civil, administrative, and criminal penalties as well as a negative impact on the Company’s reputation, business, results of operations and cash flows.
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While inventories of these materials are sufficient for near-term requirements, and we are working to develop alternative sources for these materials, the future supply of these materials is uncertain.
Removed
In addition, the indenture governing our senior notes contains limitations on certain restricted payments, investments and incurrence or repayment of indebtedness. These limitations could impede our ability to respond to market conditions, address unanticipated capital investment needs and/or pursue business opportunities.
Added
We are exposed to risks related to the use of AI by us and our competitors. We are increasingly incorporating artificial intelligence (AI) capabilities into our business operations and our products and solutions. AI technology is complex and rapidly evolving and may subject us to significant competitive, legal, regulatory, operational and other risks.
Added
There is no guarantee that our use of AI will benefit our business operations or produce products and solutions that are preferred by our customers. Our competitors may be more successful in their AI strategy and develop superior products and solutions with the aid of AI technology.
Added
Likewise, AI may negatively impact the demand for our customers’ product and solutions, which may impact their demand for our products and solutions. Additionally, AI algorithms or training methodologies may be flawed, and datasets may contain irrelevant, insufficient or biased information, which can cause errors in outputs.
Added
This may give rise to legal liability, damage our reputation, and materially harm our business. The use of AI in the development of our products and solutions could also cause loss of intellectual property, as well as subject us to risks related to intellectual property infringement or misappropriation, data privacy and cybersecurity.
Added
The United States and other countries may adopt laws and regulations related to AI. These laws and regulations could cause us to incur greater compliance costs and limit the use of AI in the development of our products and solutions.
Added
Any failure or perceived failure by us to comply with these regulatory requirements could subject us to legal liabilities, damage our reputation, or otherwise have a material and adverse impact on our business. A failure to develop new or improved products and solutions may result in a significant competitive disadvantage.
Added
At this time, Enpro voluntarily discloses its Scope 1 and Scope 2 greenhouse gas emissions; however, the Company is not currently subject to mandatory climate-related reporting under the European Union’s Corporate Sustainability Reporting Directive or the climate-related disclosure laws in California.
Added
Customer dissatisfaction or performance problems with an acquired business, technology, service or product could also have a material adverse effect on our reputation and business.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Board and Management Oversigh t Our Board of Directors has delegated to its Audit and Risk Management Committee (the “Audit Committee”), which consists of all of our non-management directors, the authority and responsibility to oversee our company’s compliance program, including our cybersecurity program.
Board and Management Oversight Our Board of Directors has delegated to its Audit and Risk Management Committee (the “Audit Committee”), which consists of all of our non-management directors, the authority and responsibility to oversee our company’s compliance program, including our cybersecurity program.
In addition to above, we have implemented and maintained the following cybersecurity measures as part of our efforts to assess, identify, and manage material risks from cybersecurity threats, and to protect against, detect and respond to cybersecurity incidents (as defined in Item 106(a) of Regulation S-K): • Security Operations Program - a security operations program to bolster real-time cybersecurity incident detection and response capabilities; • Security Control Framework - a security control framework that aligns with industry accepted best practices and prioritizes implementation of critical cybersecurity controls; • Incident Response Plan - a cybersecurity Incident Response Plan, designed to effectively address cybersecurity incidents while promoting cross-functional coordination across the organization; • Tabletop Exercises - periodic internal and vendor-led tabletop exercises to assess the effectiveness, relevance, and completeness of the Incident Response Plan and Business Resilience Plans; • Assessments - annual cybersecurity assessments, which focus on identifying and remediating vulnerabilities that present the most significant organizational risks; • Training - security awareness training for all salaried personnel during onboarding and periodically throughout the year that highlights critical organizational risks through quarterly phishing simulation campaigns, “lunch and learns”, monthly communication updates, and relevant cybersecurity learning modules; • Insurance - cybersecurity insurance policies and periodic reviews of our policies and coverage levels; and 15 • Monitoring Legal/Regulatory Developments – review of emerging data protection, data privacy, and other relevant cybersecurity laws and regulations to determine appropriate changes to cybersecurity controls and processes.
Capabilities of our TPRM program include continuous monitoring of third parties, secure vendor remote access, and security architecture to protect against cyber threats introduced through other business-to-business (“B2B”) system integrations. 16 In addition to above, we have implemented and maintained the following cybersecurity measures as part of our efforts to assess, identify, and manage material risks from cybersecurity threats, and to protect against, detect and respond to cybersecurity incidents (as defined in Item 106(a) of Regulation S-K): • Security Operations Program - a security operations program to bolster real-time cybersecurity incident detection and response capabilities; • Security Control Framework - a security control framework that aligns with industry accepted best practices and prioritizes implementation of critical cybersecurity controls; • Incident Response Plan - a cybersecurity Incident Response Plan, designed to effectively address cybersecurity incidents while promoting cross-functional coordination across the organization; • Tabletop Exercises - periodic internal and vendor-led tabletop exercises to assess the effectiveness, relevance, and completeness of the Incident Response Plan and Business Resilience Plans; • Assessments - annual cybersecurity assessments, which focus on identifying and remediating vulnerabilities that present the most significant organizational risks; • Training - security awareness training for all salaried personnel during onboarding and periodically throughout the year that highlights critical organizational risks through quarterly phishing simulation campaigns, “lunch and learns”, monthly communication updates, and relevant cybersecurity learning modules; • Insurance - cybersecurity insurance policies and periodic reviews of our policies and coverage levels; and • Monitoring Legal/Regulatory Developments – review of emerging data protection, data privacy, and other relevant cybersecurity laws and regulations to determine appropriate changes to cybersecurity controls and processes.
As part of his job function, our CISO is charged to remain informed of the latest developments in cybersecurity, including the evolving threat landscape, as well as risk management improvement methods.
As part of his job function, our CISO is charged with remaining informed of the latest developments in cybersecurity, including the evolving threat landscape, as well as risk management improvement methods.
The practice of our CISO and CIO is to communicate significant cybersecurity matters directly to senior management, including our Chief Executive Officer, Chief Financial Officer and General Counsel, which ensures that our executive management team remains continually informed of critical events impacting our business.
The Compliance Committee receives regular updates from the CISO and CIO on cybersecurity risks and threats. The practice of our CISO and CIO is to communicate significant cybersecurity matters directly to senior management, including our Chief Executive Officer, Chief Financial Officer and General Counsel, which ensures that our executive management team remains continually informed of critical events impacting our business.
During these briefings, our cybersecurity leaders advise the Audit Committee regarding (i) the current threat landscape and related risks; (ii) the Company’s security posture and compliance efforts; and (iii) current cybersecurity strategy and recommended next steps to address cybersecurity threats on a risk-adjusted basis.
During these briefings, our cybersecurity leaders advise the Audit Committee regarding (i) the current threat landscape and related risks; (ii) the Company’s security posture and compliance efforts; and (iii) current cybersecurity strategy and recommended next steps to address cybersecurity threats on a risk-adjusted basis. 17 Our CISO and CIO serve as members of our Compliance Committee, which is a management committee consisting of leaders from key functions, including legal, internal audit, finance and compliance.
For cybersecurity matters deemed material to the Company, senior management will communicate such matters directly to the Audit Committee to enable members of the Audit Committee to offer comprehensive oversight and guidance on crucial cybersecurity matters. 16
Our executive management team, along with our CISO, evaluates cybersecurity incidents and risks to determine potential materiality and related disclosure obligations. For cybersecurity matters deemed material to the Company, senior management will communicate such matters directly to the Audit Committee to enable members of the Audit Committee to offer comprehensive oversight and guidance on crucial cybersecurity matters.
Removed
Capabilities of our TPRM program include continuous monitoring of third parties, secure vendor remote access, and security architecture to protect against cyber threats introduced through other business-to-business (“B2B”) system integrations.
Added
Cybersecurity risks are evaluated using the same risk and impact criteria applied to other enterprise risks, including potential impacts to operations, financial performance, and regulatory compliance.
Removed
Our CISO and CIO serve as members of our Compliance Committee, which is a management committee consisting of leaders from key functions, including legal, internal audit, finance and compliance. The Compliance Committee receives regular updates from the CISO and CIO on cybersecurity risks and threats.

Item 2. Properties

Properties — owned and leased real estate

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Palmyra, New York Sealing Technologies Owned 690,000 Longview, Texas Sealing Technologies Owned 219,000 Morgan Hill, California Advanced Surface Technologies Leased 156,000 Boise, Idaho Advanced Surface Technologies Owned 94,000 Tempe, Arizona Advanced Surface Technologies Owned 75,000 Houston, Texas Sealing Technologies Leased 66,000 Deland, Florida Sealing Technologies Owned 50,000 Foreign Mexico City, Mexico Sealing Technologies Owned 128,000 Saint Etienne, France Sealing Technologies Owned 108,000 Taoyuan City, Taiwan Advanced Surface Technologies Leased 104,000 Neuss, Germany Sealing Technologies Leased 97,000 Sherbrooke, Canada Sealing Technologies Owned 86,000 Montbrison, France Sealing Technologies Owned 79,000 Singapore, Singapore Advanced Surface Technologies Leased 70,000 Suzhou, China Sealing Technologies Leased 55,000 Our manufacturing capabilities are flexible and allow us to tailor the manufacturing process to increase performance and value for our customers and meet particular specifications.
Palmyra, New York Sealing Technologies Owned 690,000 Longview, Texas Sealing Technologies Owned 219,000 Morgan Hill, California Advanced Surface Technologies Leased 156,000 Houston, Texas Sealing Technologies Leased 132,000 Boise, Idaho Advanced Surface Technologies Owned 94,000 Tempe, Arizona Advanced Surface Technologies Owned 75,000 Deland, Florida Sealing Technologies Owned 50,000 Foreign Taoyuan City, Taiwan Advanced Surface Technologies Leased 211,000 Mexico City, Mexico Sealing Technologies Owned 128,000 Saint-Etienne, France Sealing Technologies Owned 108,000 Neuss, Germany Sealing Technologies Leased 97,000 Sherbrooke, Canada Sealing Technologies Owned 86,000 Montbrison, France Sealing Technologies Owned 79,000 Singapore, Singapore Advanced Surface Technologies Leased 70,000 Suzhou, China Sealing Technologies Leased 55,000 Our manufacturing capabilities are flexible and allow us to tailor the manufacturing process to increase performance and value for our customers and meet particular specifications.
ITEM 2. PROPERTIES We are headquartered in Charlotte, North Carolina and have 15 primary manufacturing and service facilities located in 8 countries, including the U.S. The following table outlines the location, business segment and size of our primary facilities, along with whether we own or lease each facility: Location Segment Owned/ Leased Size (Square Feet) U.S.
ITEM 2. PROPERTIES We are headquartered in Charlotte, North Carolina and have 15 primary manufacturing and service facility locations in 8 countries, including the U.S. The following table outlines the location, business segment and size of our primary facilities aggregated by city, along with whether we own or lease each facility: Location Segment Owned/ Leased Aggregate (Square Feet) U.S.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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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. We were not subject to any penalties associated with any failure to disclose “reportable transactions” under Section 6707A of the Internal Revenue Code.
We believe that 18 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. We were not subject to any penalties associated with any failure to disclose “reportable transactions” under Section 6707A of the Internal Revenue Code.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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McLean worked with the Atlanta office of the King & Spalding law firm and the Charlotte office of the Smith, Helms, Mullis & Moore law firm (now part of McGuireWoods, LLP), after which he was the Assistant General Counsel and Secretary of the former Carolina Freight Corporation (now part of Arkansas Best Corporation). Steven R.
McLean worked with the Atlanta office of the King & Spalding law firm and the Charlotte office of the Smith, Helms, Mullis & Moore law firm (now part of McGuireWoods, LLP), after which he was the Assistant General Counsel and Secretary of the former Carolina Freight Corporation (now part of Arkansas Best Corporation). 19 Amy C.
Joiner led an application development team at BlueLinx Corporation, a distributor of building products. Earlier in her career, Ms. Joiner held multiple system analyst and project management roles at Georgia Pacific, LLC, a consumer products company. 18 PART II
Prior to joining Enpro, Ms. Joiner led an application development team at BlueLinx Corporation, a distributor of building products. Earlier in her career, Ms. Joiner held multiple system analyst and project management roles at Georgia Pacific, LLC, a consumer products company. 20 PART II
Joiner is currently Senior Vice President and Chief Information Officer and has held these positions since January, 2025 and March, 2017, respectively. Ms. Joiner joined Enpro in 2013 and has held various positions in Information Technology, including Director, Global Project Management Office from 2014 to 2017. Prior to Enpro, Ms.
Bower is both a Certified Public Accountant and a Certified Management Accountant. Larisa R. Joiner is currently Senior Vice President and Chief Information Officer and has held these positions since January, 2025 and March, 2017, respectively. Ms. Joiner joined Enpro in 2013 and has held various positions in Information Technology, including Director, Global Project Management Office from 2014 to 2017.
ITEM 4. MINE SAFETY DISCLOSURES Not Applicable 17 EXECUTIVE OFFICERS OF THE REGISTRANT Information concerning our executive officers is set forth below: Name Age Position Eric A. Vaillancourt 61 President, Chief Executive Officer and Director Joseph F. Bruderek 46 Executive Vice President and Chief Financial Officer Robert S.
ITEM 4. MINE SAFETY DISCLOSURES Not Applicable EXECUTIVE OFFICERS OF THE REGISTRANT Information concerning our executive officers is set forth below: Name Age Position Eric A. Vaillancourt 62 President, Chief Executive Officer and Director Joseph F. Bruderek 47 Executive Vice President and Chief Financial Officer Robert S. McLean 61 Executive Vice President, Chief Administrative Officer and General Counsel Amy C.
Bower held finance and accounting roles with the SGL Group from 1996 through 2014, and Collins & Aikman Corporation from 1989 through 1996. Mr. Bower was with Price Waterhouse LLP from July 1983 through November 1989, where he departed as an Audit Manager. Mr. Bower is both a Certified Public Accountant and a Certified Management Accountant. Larisa R.
Prior to joining the Company, Mr. Bower held finance and accounting roles with the SGL Group from 1996 through 2014, and Collins & Aikman Corporation from 1989 through 1996. Mr. Bower was with Price Waterhouse LLP from July 1983 through November 1989, where he departed as an Audit Manager. Mr.
Bower is currently Senior Vice President, Controller and Chief Accounting Officer and has held this position since July 2017. Mr. Bower previously served as Vice President, Controller and Chief Accounting Officer since joining the Company in October 2014. Prior to joining the Company, Mr.
Bianchi held various HR leadership roles for both private and publicly traded multinational organizations, including Plug Power Inc. Steven R. Bower is currently Senior Vice President, Controller and Chief Accounting Officer and has held this position since July 2017. Mr. Bower previously served as Vice President, Controller and Chief Accounting Officer since joining the Company in October 2014.
McLean 60 Executive Vice President, Chief Administrative Officer and General Counsel Steven R. Bower 66 Senior Vice President, Controller and Chief Accounting Officer Larisa R. Joiner 51 Senior Vice President, Chief Information Officer __________________ Eric A.
Bianchi 45 Executive Vice President and Chief Human Resources Officer Steven R. Bower 67 Senior Vice President, Controller and Chief Accounting Officer Larisa R. Joiner 52 Senior Vice President and Chief Information Officer __________________ Eric A.
Added
Bianchi is currently Executive Vice President and Chief Human Resources Officer and has held that position since September 2025.
Added
Prior to joining Enpro, she served from January 2020 to August 2025 as Senior Vice President and Chief Human Resources Officer of Momentive Performance Materials, Inc., a global provider of silicones and specialty materials that formerly was a division of General Electric Company. During Ms.
Added
Bianchi’s 14 years at Momentive Performance Materials, she served in a variety of human resources positions including Vice President, Global Talent Management & Organization Design; Senior Director, Global Talent Management & Organization Design; Director, Global HR Operations; and Global HR Business Partner, Silicones & Specialties. Prior to joining Momentive Performance Materials, Ms.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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We do not consider the transfer of shares from EnPro Holdings in this context to be pursuant to a publicly announced plan or program. 19 CUMULATIVE TOTAL RETURN PERFORMANCE GRAPH Set forth below is a line graph showing the annual change in the cumulative total shareholder return for our common stock as compared to similar returns for the Russell 2000® Stock Index and the S&P 600 Capital Goods Index.
We do not consider the transfer of shares from EnPro Holdings in this context to be pursuant to a publicly announced plan or program. 21 CUMULATIVE TOTAL RETURN PERFORMANCE GRAPH Set forth below is a line graph showing the annual change in the cumulative total shareholder return for our common stock as compared to similar returns for the Russell 2000® Stock Index and the S&P 600 Capital Goods Index.
The following table sets forth all purchases made by us or on our behalf 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 fourth quarter of 2024.
The following table sets forth all purchases made by us or on our behalf 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 fourth quarter of 2025.
We have not made any repurchases under this authorization. (2) In December 2024, a total of 346 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.
We have not made any repurchases under this authorization. (2) In December 2025, a total of 532 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.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is publicly traded on the New York Stock Exchange (“NYSE”) under the symbol “NPO.” As of December 31, 2024 , there were 1,885 holders of record of our common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is publicly traded on the New York Stock Exchange (“NYSE”) under the symbol “NPO.” As of December 31, 2025 , there were 1,760 holders of record of our common stock.
Returns have been calculated assuming the investment of $100 in each of the securities or indices on December 31, 2019, and reinvestment of dividends into additional shares of the respective equity securities when paid. The graph plots the respective values beginning on December 31, 2019, and continuing through December 31, 2024.
Returns have been calculated assuming the investment of $100 in each of the securities or indices on December 31, 2020, and reinvestment of dividends into additional shares of the respective equity securities when paid. The graph plots the respective values beginning on December 31, 2020, and continuing through December 31, 2025.
Period Total Number of Shares (or Units) Purchased Average Price Paid per Share (or Unit) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs October 1 – October 31, 2024 — — — $50,000,000 (1) November 1 – November 30, 2024 — — — $50,000,000 (1) December 1 – December 31, 2024 346 (2) $ 173.00 (2) — $50,000,000 (1) Total 346 (2) $ 173.00 (2) — $50,000,000 (1) (1) In October of 2024, our board of directors authorized the expenditure program of up to $50.0 million for the repurchase of our outstanding common shares through October 2026.
Period Total Number of Shares (or Units) Purchased Average Price Paid per Share (or Unit) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs October 1 – October 31, 2025 — — — $50,000,000 (1) November 1 – November 30, 2025 — — — $50,000,000 (1) December 1 – December 31, 2025 532 (2) $ 213.24 (2) — $50,000,000 (1) Total 532 (2) $ 213.24 (2) — $50,000,000 (1) (1) In October of 2024, our board of directors authorized the expenditure program of up to $50.0 million for the repurchase of our outstanding common shares through October 2026.
Accordingly, the total 346 shares were valued at a weighted average price of $173.00.
Accordingly, the total 532 shares were valued at a weighted average price of $213.24.
Of these shares, 56 shares were valued at a price of $175.86 per share, the closing trading price of our common stock on December 18, 2024, and 290 of these shares were valued at a price of $172.45 per share, the closing trading price of our common stock on December 31, 2024.
Of these shares, 53 shares were valued at a price of $205.19 per share, the closing trading price of our common stock on December 17, 2025, and 479 of these shares were valued at a price of $214.13 per share, the closing trading price of our common stock on December 31, 2025.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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In 2023, we received $28.9 million, net of transaction fees and cash sold, resulting in a pretax gain of $14.6 million recognized in the first quarter of 2023. The sale of GGB closed on November 4, 2022 to The Timken Company.
In 2023, we received $28.9 million, net of transaction fees and cash sold, resulting in a pretax gain of $14.6 million recognized in the first quarter of 2023. The sale of GGB to The Timken Company closed on November 4, 2022.
The Amended Credit 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; • enter into burdensome contracts; and • modify or terminate documents related to certain indebtedness.
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; • enter into burdensome contracts; and • modify or terminate documents related to certain indebtedness.
Any excess total consideration transferred in a business combination greater than the fair value of identifiable assets acquired net of liabilities assumed is recorded as goodwill. For additional information regarding our acquisitions, see “ Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview as well as Note 2 to the Consolidated Financial Statements.
Any excess total consideration transferred in a business combination greater than the fair value of identifiable assets acquired net of liabilities assumed is recorded as goodwill. 34 For additional information regarding our acquisitions, see “ Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview as well as Note 2 to the Consolidated Financial Statements.
For additional information, see “ Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview ” as well as Notes 1 and 8 to the Consolidated Financial Statements. 32 Business Combinations Over the past several years, we have executed several strategic acquisitions, most of which are material. We utilize the acquisition method of accounting for business combinations.
For additional information, see “ Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview ” as well as Notes 1 and 8 to the Consolidated Financial Statements. Business Combinations Over the past several years, we have executed several strategic acquisitions, most of which are material. We utilize the acquisition method of accounting for business combinations.
The key assumptions used for the discounted cash flow approach include projected revenues and profit margins, 31 projected capital expenditures, changes in working capital, and the discount and tax rates. For the market approach, we select a group of peer companies that we believe are best representative of each reporting unit.
The key assumptions used for the discounted cash flow approach include projected revenues and profit margins, projected capital expenditures, changes in working capital, and the discount and tax rates. For the market approach, we select a group of peer companies that we believe are best representative of each reporting unit.
Key assumptions used in the excess earnings method are projected revenues and profit margins, obsolescence factors, and tax, discount, and long-term growth rates. This testing was conducted as of November 1, 2024, the first testing period after the asset was acquired, and indicated no impairment.
Key assumptions used in the excess earnings method are projected revenues and profit margins, obsolescence factors, and tax, discount, and long-term growth rates. This testing was conducted as of November 1, 2025 and 2024, the first testing period after the asset was acquired, and indicated no impairment.
Our future results may include favorable or unfavorable 33 adjustments to our estimated tax liabilities due to closure of income tax examinations, statute expirations, new regulatory or judicial pronouncements, changes in tax laws, changes in projected levels of taxable income, future tax planning strategies, or other relevant events.
Our future results may include favorable or unfavorable adjustments to our estimated tax liabilities due to closure of income tax examinations, statute expirations, new regulatory or judicial pronouncements, changes in tax laws, changes in projected levels of taxable income, future tax planning strategies, or other relevant events.
Impact of Pending Accounting Pronouncements See Note 1 , "Overview, Basis of Presentation, Significant Accounting Policies and Recently Issued Accounting Guidance," to our consolidated financial statements for a discussion of recently issued accounting guidance that we have not yet adopted.
Impact of Pending Accounting Pronouncements 35 See Note 1 , "Overview, Basis of Presentation, Significant Accounting Policies and Recently Issued Accounting Guidance," to our consolidated financial statements for a discussion of recently issued accounting guidance that we have not yet adopted.
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. 21 We manage our business as two segments: a Sealing Technologies segment and an Advanced Surface Technologies segment.
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. 23 We manage our business as two segments: a Sealing Technologies segment and an Advanced Surface Technologies segment.
The Amended Credit Agreement also 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.
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.
Impairment testing for these assets were conducted as of November 1 in 2024, 2023 and 2022 and indicated no impairment. Impairment testing related to the future products that were in development at the time of the acquisition of AMI compares the fair value of the intangible asset with its carrying value using a multi-period excess earnings method.
Impairment testing for these assets were conducted as of November 1 in 2025, 2024 and 2023 and indicated no impairment. Impairment testing related to the future products that were in development at the time of the acquisition of AMI compares the fair value of the intangible asset with its carrying value using a multi-period excess earnings method.
We will perform our next annual goodwill impairment tests as of November 1, 2025; or earlier, if adverse changes in circumstances result in our assessment that a triggering event has occurred at any of our reporting units and an interim test is required.
We will perform our next annual goodwill impairment tests as of November 1, 2026; or earlier, if adverse changes in circumstances result in our assessment that a triggering event has occurred at any of our reporting units and an interim test is required.
Interim tests during the year may be required if an event occurs or circumstances change (a "triggering event") that in management's judgement would more likely than not reduce the fair value of a reporting unit below its’ carrying amount.
Interim tests during the year may be required if an event occurs or circumstances change (a "triggering event") that in management's judgment would more likely than not reduce the fair value of a reporting unit below its’ carrying amount.
We determined the carrying value of our Alluxa reporting unit to exceed its fair value and, as a result, we impaired the remaining $60.8 million of goodwill related to Alluxa. Our Consolidated Balance Sheet at December 31, 2024 and 2023 reflects no goodwill related to Alluxa.
We determined the carrying value of our Alluxa reporting unit to exceed its fair value and, as a result, we impaired the remaining $60.8 million of 33 goodwill related to Alluxa. Our Consolidated Balance Sheet at December 31, 2025, 2024, and 2023 reflects no goodwill related to Alluxa.
Environmental 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 remediation activities or an investigation to determine responsibility for environmental conditions at 21 sites.
Environmental 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 remediation activities or an investigation to determine responsibility for environmental conditions at 19 sites.
To the extent that capital costs to be incurred more than five years out, such as costs for the construction or decommissioning of remediation systems, can be reasonable estimated such costs are included in our environmental reserves.
To the extent that capital costs to be incurred more than five years out, such as costs for the construction or decommissioning of remediation systems, can be reasonably estimated such costs are included in our environmental reserves.
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.
The Senior Notes are required to be guaranteed on a senior unsecured basis by 31 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.
A reconciliation of (i) income from continuing operations attributable to Enpro Inc. to adjusted income from continuing operations attributable to Enpro Inc., including on a per share basis, and (ii) income from continuing operations attributable to Enpro Inc. to adjusted EBITDA for the years ended December 31, 2024, 2023 and 2022 as set forth below. 36 Reconciliation of Adjusted Income from Continuing Operations Attributable to Enpro Inc .
A reconciliation of (i) income from continuing operations attributable to Enpro Inc. to adjusted income from continuing operations attributable to Enpro Inc., including on a per share basis, and (ii) income from continuing operations attributable to Enpro Inc. to adjusted EBITDA for the years ended December 31, 2025, 2024 and 2023 as set forth below.
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. Segment non-operating expenses and income, corporate expenses, net interest expense, goodwill impairment, and income taxes are not included in the computation of Adjusted Segment EBITDA.
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. Segment non-operating expenses and income, corporate expenses, net interest expense, goodwill impairment, loss on pension settlement and income taxes are not included in the computation of Adjusted Segment EBITDA.
Workforce reductions associated with our restructuring activities in 2024, 2023, and 2022 totaled 77, 72, and 25 administrative and manufacturing positions, respectively. Please see the " Overview " section of Management's Discussion and Analysis of Financial Condition and Results of Operations and Note 3 to our consolidated financial statements for further information.
Workforce reductions associated with our restructuring activities in 2025, 2024, and 2023 totaled 35, 77, and 72 administrative and manufacturing positions, respectively. Please see the " Overview " section of Management's Discussion and Analysis of Financial Condition and Results of Operations and Note 3 to our consolidated financial statements for further information.
Of the restructuring and impairment costs incurred in 2024, 2023 and 2022, we incurred $2.8 million, $4.3 million and $1.8 million, respectively, of restructuring costs related to the reorganization of sites and functions, primarily in the United States and $3.4 million, $0.7 million, and $1.2 million, respectively, of non-cash impairment charges of long-lived assets.
Of the restructuring and impairment costs incurred in 2025, 2024 and 2023, we incurred $2.5 million, $2.8 million and $4.3 million, respectively, of restructuring costs related to the reorganization of sites and functions, primarily in the United States and $3.4 million, and $0.7 million, in 2024 and 2023, respectively, of non-cash impairment charges of long-lived assets.
Acquisitions of redeemable non-controlling interests In connection with our acquisition of Alluxa in October 2020, three Alluxa executives (the "Alluxa Executives") received rollover equity interests in the form of approximately 7% of the total equity interest of an entity we formed for the purpose of acquiring Alluxa (the "Alluxa Acquisition Subsidiary").
Acquisitions of redeemable non-controlling interests In connection with our acquisition of Alluxa in October 2020, the Alluxa Executives received rollover equity interests in the form of approximately 7% of the total equity interest the Alluxa Acquisition Subsidiary, which we formed for the purpose of acquiring Alluxa.
The following table summarizes the impact of acquisitions and foreign currency on sales by segment: Sales Percent Change 2024 vs. 2023 increase/(decrease) Acquisition Foreign Currency Organic Total Enpro Inc. 3.0 % (0.1) % (3.9) % (1.0) % Sealing Technologies 4.9 % (0.2) % (0.3) % 4.4 % Advanced Surface Technologies — % — % (9.7) % (9.7) % Following is a discussion of operating results for each segment during 2024 compared to 2023: Sealing Technologies .
The following table summarizes the impact of acquisitions and foreign currency on sales by segment: Sales Percent Change 2025 vs. 2024 increase/(decrease) Organic Acquisition Foreign Currency Total Enpro Inc. 7.6 % 1.1 % 0.3 % 9.0 % Sealing Technologies 4.5 % 1.6 % 0.5 % 6.6 % Advanced Surface Technologies 13.6 % — % — % 13.6 % Following is a discussion of operating results for each segment during 2025 compared to 2024: Sealing Technologies .
OECD/G20 Base Erosion and Profit Shifting Project - Pillar 2 The Organization for Economic Co-operation and Development (the “OECD”) has introduced a framework to implement a global minimum corporate tax of 15%, referred to as Pillar Two, that is effective for tax years beginning in 2024.
OECD/G20 Base Erosion and Profit Shifting Project - Pillar 2 The Organisation 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.
Management's Discussion and Analysis of Financial Condition and Results of Operations" of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 27, 2024.
Management's Discussion and Analysis of Financial Condition and Results of Operations" of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 21, 2025.
The indenture governing the Senior Notes requires us to apply the net cash proceeds of certain asset sales 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, to offer to repurchase the Senior Notes at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest.
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.
This expense was recorded in selling, general, and administrative expenses on our Consolidated Statements of Operations and is directly related to the terms of the acquisitions. We acquired all of the LeanTeq non-controlling interests in the fourth quarter of 2022 and all of the Alluxa non-controlling interests in the first quarter of 2024.
This expense was recorded in selling, general, and administrative expenses on our Consolidated Statements of Operations and is directly related to the terms of the acquisition. We acquired all of the Alluxa non-controlling interests in the first quarter of 2024.
Commencing on October 15, 2021, 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.
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.
These businesses comprised our remaining Engineered Materials segment ("Engineered Materials"). As a result of classifying the GGB and GPT businesses as held for sale in the third quarter of 2022, we determined Engineered Materials to be a discontinued operation. On January 30, 2023 we completed the sale of GPT.
As a result of classifying the GGB and GPT businesses as held for sale in the third quarter of 2022, we determined Engineered Materials to be a discontinued operation. On January 30, 2023, we completed the sale of GPT.
As this transaction was for the acquisition of all remaining shares of a consolidated subsidiary with no change in control, it was recorded within shareholder's equity and as a financing cash flow in the Consolidated Statement of Cash Flows. Enpro is now the sole owner of Alluxa.
As this transaction was for the acquisition of all remaining shares of a consolidated subsidiary with no change in control, it was recorded within shareholder's equity and as a financing cash flow in the Consolidated Statement of Cash Flows. As a result of the acquisition of these equity interests, Enpro became the sole owner of Alluxa.
Pursuant to the limited liability operating agreement (the "Alluxa LLC Agreement") that was entered into with the completion of the transaction, each Alluxa Executive had the right to sell to us, and we had the right to purchase from each Alluxa Executive (collectively, the "Put and Call Rights"), one-third of the Alluxa Executive equity interests in the Alluxa Acquisition Subsidiary during each of three exercise periods in 2024, 2025 and 2026, with any amount not sold or purchased in a prior exercise period being carried forward to the subsequent exercise periods.
The Alluxa LLC Agreement entered into with the completion of the transaction, included the Put and Call Rights, under which each Alluxa Executive had the right to sell to us, and we had the right to purchase from each Alluxa Executive, one-third of the Alluxa Executive equity interests in the Alluxa Acquisition Subsidiary during each of three exercise periods in 2024, 2025 and 2026, with any amount not sold or purchased in a prior exercise period being carried forward to the subsequent exercise periods.
Unless otherwise indicated, amounts presented in Management's Discussion and Analysis of Financial Condition and Results of Operations pertain to continuing operations only (see Note 20 to our Consolidated Financial Statements in this Form 10-K for information on discontinued operations and the related disposition of those operations) Global Sales Please refer to Item 1, "Business-Background" for information with respect to our sales by geographic region in 2024, 2023 and 2022. 23 Highlights Financial highlights for the years ended December 31, 2024, 2023 and 2022 are as follows: 2024 2023 2022 (in millions, except per share data) Net sales $ 1,048.7 $ 1,059.3 $ 1,099.2 Income from continuing operations attributable to Enpro Inc. $ 72.9 $ 10.8 $ 6.7 Net income attributable to Enpro Inc. $ 72.9 $ 22.2 $ 205.1 Diluted earnings per share from continuing operations attributable to Enpro Inc. $ 3.45 $ 0.51 $ 0.32 Adjusted income from continuing operations attributable to Enpro Inc. 1 $ 146.9 $ 137.0 $ 141.8 Adjusted diluted earnings per share attributable to Enpro Inc. continuing operations 1 $ 6.96 $ 6.54 $ 6.79 Adjusted Segment EBITDA 2 $ 300.8 $ 287.8 $ 304.0 Adjusted EBITDA 1 $ 254.8 $ 238.0 $ 257.4 1 Reconciliation of these non-GAAP measures to their respective GAAP measure are located in "— Reconciliation of Non-GAAP Financial Measure to the Comparable GAAP Measure " at the end of this section. 2 Reconciliation of these non-GAAP measures to their respective GAAP measure are located in " — Results of Operations ". 24 Results of Operations Years Ended December 31, 2024 2023 2022 (in millions) Sales Sealing Technologies $ 687.2 $ 658.4 $ 624.3 Advanced Surface Technologies 362.2 401.2 476.1 1,049.4 1,059.6 1,100.4 Intersegment sales (0.7) (0.3) (1.2) Total sales $ 1,048.7 $ 1,059.3 $ 1,099.2 Income from continuing operations attributable to Enpro Inc. $ 72.9 $ 10.8 $ 6.7 Adjusted Segment EBITDA Sealing Technologies $ 224.1 $ 192.3 $ 157.8 Advanced Surface Technologies 76.7 95.5 146.2 Total Adjusted Segment EBITDA $ 300.8 $ 287.8 $ 304.0 Reconciliations of Income from continuing operations attributable to Enpro Inc. to Adjusted Segment EBITDA Income from continuing operations attributable to Enpro Inc. $ 72.9 $ 10.8 $ 6.7 Plus: net loss attributable to redeemable non-controlling interests — (3.9) (2.8) Income from continuing operations 72.9 6.9 3.9 Income tax expense (21.5) (30.8) (24.4) Income from continuing operations before income taxes 94.4 37.7 28.3 Acquisition and divestiture expenses 4.3 1.1 0.5 Non-controlling interest compensation allocation — (0.3) (0.6) Amortization of the fair value adjustment to acquisition date inventory 1.7 — 13.3 Restructuring and impairment costs 5.8 4.0 1.9 Depreciation and amortization expense 100.3 94.3 102.8 Corporate expenses 46.4 51.1 48.7 Interest expense, net 34.5 30.1 33.9 Goodwill impairment — 60.8 65.2 Other expense, net 13.4 9.0 10.0 Adjusted Segment EBITDA $ 300.8 $ 287.8 $ 304.0 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 and divestiture expenses, restructuring costs, impairment charges, non-controlling interest compensation, amortization of the fair value adjustment to acquisition date inventory, and depreciation and amortization.
Unless otherwise indicated, amounts presented in Management's Discussion and Analysis of Financial Condition and Results of Operations pertain to continuing operations only (see Note 20 to our Consolidated Financial Statements in this Form 10-K for information on discontinued operations and the related disposition of those operations) Global Sales Please refer to Item 1, "Business-Background" for information with respect to our sales by geographic region in 2025, 2024 and 2023. 25 Highlights Financial highlights for the years ended December 31, 2025, 2024 and 2023 are as follows: 2025 2024 2023 (in millions, except per share data) Net sales $ 1,143.3 $ 1,048.7 $ 1,059.3 Income from continuing operations attributable to Enpro Inc. $ 40.5 $ 72.9 $ 10.8 Net income attributable to Enpro Inc. $ 40.5 $ 72.9 $ 22.2 Diluted earnings per share from continuing operations attributable to Enpro Inc. $ 1.91 $ 3.45 $ 0.51 Adjusted income from continuing operations attributable to Enpro Inc. 1 $ 168.0 $ 146.9 $ 137.0 Adjusted diluted earnings per share attributable to Enpro Inc. continuing operations 1 $ 7.91 $ 6.96 $ 6.54 Adjusted Segment EBITDA 2 $ 324.6 $ 300.8 $ 287.8 Adjusted EBITDA 1 $ 277.6 $ 254.8 $ 238.0 1 Reconciliation of these non-GAAP measures to their respective GAAP measure are located in "— Reconciliation of Non-GAAP Financial Measure to the Comparable GAAP Measure " at the end of this section. 2 Reconciliation of these non-GAAP measures to their respective GAAP measure are located in " — Results of Operations ". 26 Results of Operations Years Ended December 31, 2025 2024 2023 (in millions) Sales Sealing Technologies $ 732.4 $ 687.2 $ 658.4 Advanced Surface Technologies 411.6 362.2 401.2 1,144.0 1,049.4 1,059.6 Intersegment sales (0.7) (0.7) (0.3) Total sales $ 1,143.3 $ 1,048.7 $ 1,059.3 Income from continuing operations attributable to Enpro Inc. $ 40.5 $ 72.9 $ 10.8 Adjusted Segment EBITDA Sealing Technologies $ 240.7 $ 224.1 $ 192.3 Advanced Surface Technologies 83.9 76.7 95.5 Total Adjusted Segment EBITDA $ 324.6 $ 300.8 $ 287.8 Reconciliations of Income from continuing operations attributable to Enpro Inc. to Adjusted Segment EBITDA Income from continuing operations attributable to Enpro Inc. $ 40.5 $ 72.9 $ 10.8 Plus: net loss attributable to redeemable non-controlling interests — — (3.9) Income from continuing operations 40.5 72.9 6.9 Income tax expense (17.1) (21.5) (30.8) Income from continuing operations before income taxes 57.6 94.4 37.7 Acquisition and divestiture expenses 8.5 4.3 1.1 Non-controlling interest compensation allocation — — (0.3) Amortization of the fair value adjustment to acquisition date inventory 2.2 1.7 — Restructuring and impairment expense, net 1.7 5.8 4.0 Depreciation and amortization expense 102.8 100.3 94.3 Corporate expenses 47.8 46.4 51.1 Interest expense, net 28.2 34.5 30.1 Goodwill impairment — — 60.8 Loss on pension settlement 67.2 — — Other expense, net 8.6 13.4 9.0 Adjusted Segment EBITDA $ 324.6 $ 300.8 $ 287.8 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 and disposition expenses, non-controlling interest compensation allocation, restructuring and impairment expense, net of gains on restructuring-related sales of assets, amortization of the fair value adjustment to acquisition date inventory, and depreciation and amortization expense.
Other expense, net in the table above represents other expense (non-operating) on our Consolidated Statements of Operations for the respective periods presented. 2024 Compared to 2023 Sales of $1,048.7 million in 2024 decreased 1.0% from $1,059.3 million in 2023.
Other expense, net in the table above represents other expense (non-operating) on our Consolidated Statements of Operations for the respective periods presented. 2025 Compared to 2024 Sales of $1,143.3 million in 2025 increased 9.0% from $1,048.7 million in 2024.
Restructuring and Other Costs We incurred $6.2 million, $5.0 million and $3.0 million of restructuring and impairment costs during the years ended December 31, 2024, 2023 and 2022, respectively. Additionally, in 2023 and 2022, we incurred goodwill impairment charges of $60.8 million and $65.2 million, respectively, related to the Alluxa reporting unit.
Restructuring and Other Costs We incurred $2.5 million, $6.2 million and $5.0 million of restructuring and impairment costs during the years ended December 31, 2025, 2024 and 2023, respectively. In 2023, we incurred a goodwill impairment charge of $60.8 million related to the Alluxa reporting unit.
Borrowings under the Facilities are secured by a first-priority pledge of the following assets: • 100% of the capital stock of each domestic subsidiary of the Company (other than unrestricted or inactive subsidiaries); • 65% of the capital stock of any first tier foreign subsidiary of the Company and its domestic subsidiaries (other than unrestricted or inactive subsidiaries); 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 the Company and its domestic subsidiaries (other than unrestricted or inactive subsidiaries).
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.
Income from continuing operations attributable to Enpro Inc. was $72.9 million, or $3.48 per share, in 2024 compared to income from continuing operations attributable to Enpro Inc. of $10.8 million, or $0.52 per share, in 2023. 2023 Compared to 2022 For a comparison of our results of operations for the years ended December 31, 2023 to December 31, 2022, see "Part II, Item 7.
Income from continuing operations attributable to Enpro Inc. was $40.5 million, or $1.92 per share, in 2025 compared to income from continuing operations attributable to Enpro Inc. of $72.9 million, or $3.48 per share, in 2024. 2024 Compared to 2023 For a comparison of our results of operations for the years ended December 31, 2024 to December 31, 2023, see "Part II, Item 7.
On February 13, 2025 we announced that our board of directors had increased the quarterly dividend to $0.31 per share, commencing with the dividend to be paid on March 19, 2025 to all shareholders of record as of March 5, 2025.
On February 13, 2025, we announced that our board of directors had increased the quarterly dividend to $0.31 per share, commencing with the dividend to be paid on March 19, 2025 to all shareholders of record as of March 5, 2025. Quarterly dividends paid in 2024 and 2023 were $0.30 and $0.29 per share, respectively.
The Amended Credit Agreement contains certain financial covenants and required financial ratios, including: • a maximum consolidated total net leverage ratio of not more than 4.75 to 1.0 (with total debt, for the purposes of such ratio, to be net of up to $150 million of unrestricted cash of Enpro Inc. and its consolidated subsidiaries), which ratio will decrease to 4.5 to 1.0 for each fiscal quarter beginning with the fiscal quarter ending March 31, 2022 and ending with the fiscal quarter ending December 31, 2022, and to 4.0 to 1.0 for each quarter thereafter; and, once so decreased, may be increased (up to three times) at the borrowers' option to not more than 4.5 to 1.0 for the for-quarter period following a significant acquisition; and • a minimum consolidated interest coverage ratio of at least 2.5 to 1.0.
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.
The decrease in operating cash flows in 2024 versus 2023 was primarily attributable the decline in revenue, timing of working capital, and payments related to short-term operating liabilities, as well as $18.9 million of additional tax payments made in 2024.
The decrease in operating cash flows in 2024 versus 2023 was primarily attributable the decline in revenue, timing of working capital, and payments related to short-term operating liabilities, as well as $18.9 million of additional tax payments made in 2024. Investing activities of continuing operations used $316.9 million,$241.5 million , and $7.4 million of cash in 2025, 2024, and 2023.
Additional discussion regarding these liabilities is included earlier in this Management’s Discussion and Analysis of Financial Condition and Results of Operations in “Contingencies – Environmental" and "Contingencies – Crucible Steel Corporation a/k/a Crucible, Inc.,” and in Note 19 , "Commitments and Contingencies," to the consolidated financial statements. 30 The table does not include obligations under our pension plans, which is included in Note 14 , "Pension," to the consolidated financial statements.
Additional discussion regarding these liabilities is included earlier in this Management’s Discussion and Analysis of Financial Condition and Results of Operations in “Contingencies – Environmental" and "Contingencies – Crucible Steel Corporation a/k/a Crucible, Inc.,” and in Note 19 , "Commitments and Contingencies," to the consolidated financial statements.
In addition, a commitment fee accrues with respect to the unused amount of the Revolving Credit Facility at an annual rate of 0.225%, which rate is also 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.
Because of the transition tax, GILTI, and Subpart F provisions, undistributed earnings of our foreign subsidiaries totaling $187.1 million at December 31, 2023 have 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") provided in the Tax Cuts and Jobs Act.
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").
Investing activities in 2023 used cash primarily for investments in property, plant, and equipment ($33.9 million), partially offset by proceeds of the sale of businesses, principally the sale of GPT ($25.9 million). Investing activities in 2022 provided cash from the sale of businesses ($301.9 million), primarily the sale of GGB, and the settlement of derivative contracts ($27.4 million).
Investing activities in 2023 used cash primarily for investments in property, plant, and equipment ($33.9 million), partially offset by proceeds of the sale of businesses, principally the sale of GPT ($25.9 million).
AST’s products and solutions include: (i) cleaning, coating, 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; (ii) 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; (iii) engineering and manufacturing complex front-end wafer processing sub-systems and new and refurbished electrostatic chuck pedestals for the semiconductor equipment industry; and (iv) engineering and manufacturing edge-welded metal bellows for the semiconductor equipment industry and critical applications in the space, aerospace and defense markets.
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.
Years Ended December 31, 2024 2023 (In Millions Except Per Share Amounts) $ Average common shares outstanding, diluted Per Share $ Average common shares outstanding, diluted Per Share Income from continuing operations attributable to Enpro Inc. $ 72.9 21.1 $ 3.45 $ 10.8 21.0 $ 0.51 Net loss attributable to redeemable non-controlling interests — (3.9) Income tax expense 21.5 30.8 Income from continuing operations before income taxes 94.4 37.7 Adjustments from selling, general, and administrative: Acquisition and divestiture expenses 4.3 1.1 Non-controlling interest compensation allocation — (0.3) Amortization of acquisition-related intangible assets 75.9 68.4 Adjustments from other operating expense and cost of sales: Amortization of the fair value adjustment to acquisition inventory 1.7 — Restructuring and impairment costs 6.2 5.0 Adjustments from other non-operating expense Asbestos receivable adjustment (0.6) — Environmental reserve adjustments 5.7 2.9 Costs associated with previously disposed businesses 1.4 1.7 Pension expense (non-service cost) 0.1 1.5 Goodwill impairment — 56.5 Foreign exchange losses related to the divestiture of a discontinued operation 2 1.8 2.2 Long-term promissory note reserve 3 4.5 — Other adjustments Other 0.5 0.8 Adjusted income from continuing operations before income taxes 195.9 177.5 Adjusted tax expense (49.0) (44.4) Income from redeemable non-controlling interest, net of taxes — 3.9 Adjusted income from continuing operations attributable to Enpro Inc. $ 146.9 21.1 $ 6.96 4 $ 137.0 21.0 $ 6.54 4 37 Year Ended December 31, 2022 (In Millions Except Per Share Amounts) $ Average common shares outstanding, diluted Per Share Income from continuing operations attributable to Enpro Inc. $ 6.7 20.9 $ 0.32 Net income attributable to redeemable non-controlling interests (2.8) Income tax expense 24.4 Income from continuing operations before income taxes 28.3 Adjustments from selling, general, and administrative: Acquisition and divestiture expenses 1.2 Non-controlling interest compensation allocation (0.7) Amortization of acquisition-related intangible assets 74.8 Adjustments from other operating expense and cost of sales: Amortization of the fair value adjustment to acquisition inventory 13.1 Restructuring and impairment costs 2.9 Adjustments from other non-operating expense Asbestos receivable adjustment 2.8 Environmental reserve adjustments 5.1 Costs associated with previously disposed businesses 0.3 Net loss on sale of businesses 0.6 Pension income (non-service cost) (3.6) Tax indemnification asset 1 0.9 Goodwill impairment 60.6 Foreign exchange losses related to the divestiture of a discontinued operation 2 3.8 Other adjustments Other 0.2 Adjusted income from continuing operations before income taxes 190.3 Adjusted tax expense (51.3) Income from redeemable non-controlling interest, net of taxes 2.8 Adjusted income from continuing operations attributable to Enpro Inc. $ 141.8 20.9 6.79 4 Adjustments in the tables above only reflect amounts attributable to Enpro Inc. 1 In connection with the acquisition of Aseptic 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.
Reconciliation of Adjusted Income from Continuing Operations Attributable to Enpro Inc . 36 Years Ended December 31, 2025 2024 (In Millions Except Per Share Amounts) $ Average common shares outstanding, diluted Per Share $ Average common shares outstanding, diluted Per Share Income from continuing operations attributable to Enpro Inc. $ 40.5 21.2 $ 1.91 $ 72.9 21.1 $ 3.45 Income tax expense 17.1 21.5 Income from continuing operations before income taxes 57.6 94.4 Adjustments from selling, general, and administrative: Acquisition expense 8.5 4.3 Amortization of acquisition-related intangible assets 77.4 75.9 Adjustments from other operating expense and cost of sales: Restructuring and impairment expense, net 2.5 6.2 Amortization of the fair value adjustment to acquisition date inventory 2.2 1.7 Adjustments from other non-operating expense Environmental reserve adjustments 5.6 5.7 Costs associated with previously disposed businesses 2.3 1.4 Pension expense (non-service cost) 2.6 0.1 Loss on extinguishment of debt 1.7 — Foreign exchange losses related to the divestiture of a discontinued operation 0.4 1.8 Long-term promissory note adjustment 1 (4.5) 4.5 Loss on pension settlement 2 67.2 — Other adjustments Other 0.5 (0.1) Adjusted income from continuing operations before income taxes 224.0 195.9 Adjusted tax expense (56.0) (49.0) Adjusted income from continuing operations attributable to Enpro Inc. $ 168.0 21.2 $ 7.91 3 $ 146.9 21.1 $ 6.96 3 Restructuring and impairment expense, net in the table above for the year ended December 31, 2025, includes income related to gains on the sale of fixed assets as a result of restructuring actions. 37 Year Ended December 31, 2023 (In Millions Except Per Share Amounts) $ Average common shares outstanding, diluted Per Share Income from continuing operations attributable to Enpro Inc. $ 10.8 21.0 $ 0.51 Net loss attributable to redeemable non-controlling interests (3.9) Income tax expense 30.8 Income from continuing operations before income taxes 37.7 Adjustments from selling, general, and administrative: Acquisition expense 1.1 Non-controlling interest compensation allocation (0.3) Amortization of acquisition-related intangible assets 68.4 Adjustments from other operating expense and cost of sales: Restructuring and impairment expense 5.0 Adjustments from other non-operating expense Environmental reserve adjustments 2.9 Costs associated with previously disposed businesses 1.7 Pension expense (non-service cost) 1.5 Goodwill impairment 56.5 Foreign exchange losses related to the divestiture of a discontinued operation 2.2 Other adjustments Other 0.8 Adjusted income from continuing operations before income taxes 177.5 Adjusted tax expense (44.4) Income from redeemable non-controlling interest, net of taxes 3.9 Adjusted income from continuing operations attributable to Enpro Inc. $ 137.0 21.0 6.54 3 Adjustments in the tables above only reflect amounts attributable to Enpro Inc. 1 We received a long-term promissory note in connection to the sale of a divested business.
In our Consolidated Balance Sheet, these amounts are shown net of a debt discount of $2.2 million.
In our Consolidated Balance Sheet, these amounts are shown net of an unamortized debt discount of $5.4 million.
Reconciliation of Income from Continuing Operations Attributable to Enpro Inc. to Total Adjusted Segment EBITDA The reconciliation of income from continuing operations attributable to Enpro Inc. to total adjusted segment EBITDA for the years ended December 31, 2024, 2023, and 2022 is included in “— Results of Operations ."
Adjusted EBITDA as presented in the table above also represents the amount defined as "EBITDA" under the Indenture. The reconciliation of income from continuing operations attributable to Enpro Inc. to total adjusted segment EBITDA for the years ended December 31, 2025, 2024, and 2023 is included in “— Results of Operations ."
In connection with the acquisition of AMI, there were $3.9 million of acquisition-related costs incurred during the year ended December 31, 2024 and included in selling, general, and administrative expense in the accompanying Consolidated Statements of Operations.
On January 29, 2024, Enpro acquired all of the equity securities of AMI for $209.4 million, net of cash acquired. In connection with the acquisition of AMI, there were $3.9 million of acquisition-related costs incurred during the year ended 24 December 31, 2024 and included in selling, general, and administrative expense in the accompanying Consolidated Statements of Operations.
We were in compliance with all covenants of the Amended Credit Agreement as of December 31, 2024. The borrowing availability under our Revolving Credit Facility at December 31, 2024 was $390 million after giving consideration to $10.0 29 million of outstanding letters of credit.
We were in compliance with all covenants of the Amended Credit Agreement as of December 31, 2025. The borrowing availability under our Revolving Credit Facility at December 31, 2025 was $580.6 million after giving consideration to $9.4 million of outstanding letters of credit and $210.0 million of outstanding borrowings. Senior Notes.
Should we need additional capital, we have resources available, which are discussed in this section under the heading “Capital Resources.” As of December 31, 2024, we held $49.3 million of cash and cash equivalents in the United States and $187.0 million of cash outside of the United States.
Should we need additional capital, we have resources available, which are discussed in this section under the heading “Capital Resources.” As of December 31, 2025, we held $16.6 million of cash and cash equivalents in the United States and $101.5 million of cash and highly liquid short-term investments outside of the United States.
Based in Costa Mesa, California, AMI serves customers in the midstream natural gas, biogas, industrial processing, cryogenics, food processing, laboratory wastewater and aerospace markets, The company offers a portfolio of oxygen, hydrogen, sulfide and moisture analyzers and proprietary sensing capabilities that detect contaminants in a variety of processes, including natural gas and biogas streams, which enable operators to avoid flaring and, thereby, reduce CO2 emissions.
AMI offers a portfolio of oxygen, hydrogen, sulfide and moisture analyzers and proprietary sensing capabilities that detect contaminants in a variety of processes, including natural gas and biogas streams, which enable operators to avoid flaring and, thereby, reduce CO2 emissions.
This was partially offset by investments in property, plant and equipment ($29.4 million). Financing activities of continuing operations used $50.5 million in cash in 2024, primarily attributable to the acquisition of non-controlling interests, primarily for the acquisition of the Alluxa non-controlling interests ($18.3 million), net repayments of debt ($8.1 million) and dividend payments ($25.3 million).
See below for further details. Financing activities of continuing operations used $50.5 million in 2024 primarily attributable to the acquisition of non-controlling interests, primarily for the acquisition of the Alluxa non-controlling interests ($18.3 million), net repayments of debt ($8.1 million) and dividend payments ($25.3 million).
Interest on the Senior Notes accrues at a rate of 5.75% per annum and is payable semi-annually in cash in arrears on April 15 and October 15 of each year, commencing April 15, 2019.
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 effective tax rates for 2024 and 2023 were 22.8% and 81.6% respectively. The effective tax rate for 2024 is higher than the U.S. federal tax rate primarily driven by higher tax rates in most foreign jurisdictions, partially offset by the favorable impact of tax credits.
The effective tax rate for 2025 is higher than the U.S. federal tax rate primarily due to higher tax rates in most foreign jurisdictions, partially offset by the favorable impact of tax credits.
Contingencies A description of our contingencies is included in Note 19 to the Consolidated Financial Statements in this report, which is incorporated herein by reference. Supplemental Guarantor Financial Information On October 17, 2018, we completed the offering of the Senior Notes.
Contingencies A description of our contingencies is included in Note 19 to the Consolidated Financial Statements in this report, which is incorporated herein by reference.
This was primarily driven by the increase in discount rate from 12.0% as of November 1, 2021 to 14.6% as of November 1, 2022. In the second quarter of 2023, we determined the lower than previously projected actual and forecasted financial performance of our Alluxa reporting unit to be a triggering event for an interim goodwill impairment test.
In the second quarter of 2023, we determined the lower than previously projected actual and forecasted financial performance of our Alluxa reporting unit to be a triggering event for an interim goodwill impairment test.
As part of our regular review of the note, in the first quarter of 2024 we concluded a reserve was needed for expected future credit losses. We will continue to monitor the note regularly and make adjustments to the reserve as needed based on known facts and circumstances.
As part of our regular review of the note, in the first quarter of 2024, we concluded a reserve was needed for expected future credit losses.
In January 2024, we agreed with the Alluxa Executives to change the terms of the Put and Call Rights so that all outstanding equity interests could be acquired in 2024.
In January 2024, we agreed with the Alluxa Executives to change the terms of the Put and Call Rights so that all outstanding equity interests could be acquired in 2024. In February of 2024, we acquired all outstanding equity interests in the Alluxa Acquisition Subsidiary for $17.9 million, which was the minimum fixed price set in the Alluxa LLC Agreement.
On December 17, 2021, we entered into a Third Amended and Restated Credit Agreement (the “Amended Credit Agreement”) dated as of December 17, 2021 among the Company and EnPro Holdings, as borrowers, certain of our foreign subsidiaries are 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.
("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.
Reconciliation of Income from Continuing Operations Attributable to Enpro Inc. to Adjusted EBITDA Years Ended December 31, (In Millions) 2024 2023 2022 Income from continuing operations attributable to Enpro Inc. $ 72.9 $ 10.8 $ 6.7 Net loss attributable to redeemable non-controlling interests — (3.9) (2.8) Income from continuing operations 72.9 6.9 3.9 Adjustments to arrive at earnings before interest, income taxes, depreciation, amortization, and other selected items (" Adjusted EBITDA"): Interest expense, net 34.5 30.1 33.9 Income tax expense 21.5 30.8 24.4 Depreciation and amortization expense 100.3 94.5 103.1 Restructuring and impairment expense 6.2 5.0 2.9 Environmental reserve adjustments 5.7 2.9 5.1 Costs associated with previously disposed businesses 1.4 1.7 0.3 Net loss on sale of businesses — — 0.6 Acquisition and divestiture expense 4.3 1.1 1.2 Pension expense (income) (non-service cost) 0.1 1.5 (3.6) Non-controlling interest compensation allocations — (0.3) (0.6) Asbestos receivable adjustment (0.6) — 2.8 Amortization of the fair value adjustment to acquisition date inventory 1.7 — 13.3 Tax indemnification asset 1 — — 0.9 Goodwill impairment — 60.8 65.2 Foreign exchange losses related to the divestiture of a discontinued operation 2 1.8 2.2 3.8 Long-term promissory note reserve 3 4.5 — — Other 0.5 0.8 0.2 Adjusted EBITDA $ 254.8 $ 238.0 $ 257.4 1 In connection with the acquisition of Aseptic 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.
Per share amounts were calculated by dividing by the weighted-average shares of diluted common stock outstanding during the periods. 38 Reconciliation of Income from Continuing Operations Attributable to Enpro Inc. to Adjusted EBITDA Years Ended December 31, (In Millions) 2025 2024 2023 Income from continuing operations attributable to Enpro Inc. $ 40.5 $ 72.9 $ 10.8 Net loss attributable to redeemable non-controlling interests — — (3.9) Income from continuing operations 40.5 72.9 6.9 Adjustments to arrive at earnings before interest, income taxes, depreciation, amortization, and other selected items (" Adjusted EBITDA"): Interest expense, net 28.2 34.5 30.1 Income tax expense 17.1 21.5 30.8 Depreciation and amortization expense 102.8 100.3 94.5 Restructuring and impairment expense, net 2.5 6.2 5.0 Environmental reserve adjustments 5.6 5.7 2.9 Costs associated with previously disposed businesses 2.3 1.4 1.7 Acquisition expense 8.5 4.3 1.1 Pension expense (non-service cost) 2.6 0.1 1.5 Non-controlling interest compensation allocations — — (0.3) Amortization of the fair value adjustment to acquisition date inventory 2.2 1.7 — Loss on extinguishment of debt 1.7 — — Goodwill impairment — — 60.8 Foreign exchange losses related to the divestiture of a discontinued operation 0.4 1.8 2.2 Long-term promissory note adjustment 1 (4.5) 4.5 — Loss on pension settlement 2 67.2 — — Other 0.5 (0.1) 0.8 Adjusted EBITDA $ 277.6 $ 254.8 $ 238.0 Restructuring and impairment expense, net in the table above for the year ended December 31, 2025, includes income related to gains on the sale of fixed assets as a result of restructuring actions. 1 We received a long-term promissory note in connection to the sale of a divested business.
Contractual Obligations A summary of our contractual obligations and commitments at December 31, 2024 is as follows: Payments Due by Period (in millions) Total Less than 1 Year 1-3 Years 3-5 Years More than 5 Years Long-term debt $ 642.3 $ 16.0 $ 626.0 $ 0.3 $ — Interest on debt 72.9 37.2 35.7 — — Operating leases 61.8 12.0 21.3 14.4 14.1 Environmental liabilities 40.7 11.3 14.2 9.9 5.3 Total $ 817.7 $ 76.5 $ 697.2 $ 24.6 $ 19.4 The payments for long-term debt shown in the table above reflect the contractual principal amount for the Senior Notes and term loans under our Amended Credit Agreement.
Contractual Obligations A summary of our contractual obligations and commitments at December 31, 2025 is as follows: Payments Due by Period (in millions) Total Less than 1 Year 1-3 Years 3-5 Years More than 5 Years Long-term debt $ 660.7 $ 0.2 $ 0.4 $ 210.1 $ 450.0 Interest on debt 204.3 27.6 55.1 55.1 66.5 Operating leases 76.9 15.4 24.9 17.2 19.4 Environmental liabilities 42.2 7.9 18.8 12.8 2.7 Total $ 984.1 $ 51.1 $ 99.2 $ 295.2 $ 538.6 The payments for long-term debt shown in the table above reflect the contractual principal amount for the Senior Notes.
Segment AEBITDA margin increased from 29.2% in 2023 to 32.6% in 2024. Excluding the unfavorable foreign exchange translation ($0.7 million) and the contribution from a business recently acquired of ($16.9 million), Adjusted Segment EBITDA increased 8.1%, or $15.6 million.
Segment AEBITDA of $240.7 million in 2025 increased 7.4% from $224.1 million in 2024. Segment AEBITDA margin increased from 32.6% in 2024 to 32.9% in 2025. Excluding the favorable foreign exchange translation ($0.6 million) and the contribution from recently acquired businesses ($3.5 million), Adjusted Segment EBITDA increased 5.6%, or $12.5 million.
Sales of $687.2 million in 2024 reflect a 4.4% increase compared to $658.4 million in 2023. Excluding the unfavorable foreign exchange translation ($1.5 million) and the sales from a recent acquisition ($32.1 million), sales were down 0.3% or $1.8 million.
Sales of $732.4 million in 2025 reflect a 6.6% increase compared to $687.2 million in 2024. Excluding the favorable foreign exchange translation ($3.4 million) and the sales from recent acquisitions ($11.1 million), sales were up 4.5% or $30.7 million.
Corporate expenses for 2024 decreased $4.7 million as compared to 2023. The decrease was driven primarily by a decrease in share-price-based long-term incentive compensation expenses ($4.9 million).
Corporate expenses for 2025 increased $1.4 million as compared to 2024. The increase was driven primarily by increased medical costs offset in part by a decrease in share-price-based long-term incentive compensation expenses and lower professional fees.
Other expense, net in 2024 increased by $4.4 million as compared to 2023, primarily due to the increase in the valuation reserve on a long-term promissory note received in partial consideration for the sale of a non-strategic business in 2020 ($4.5 million) and increased environmental related costs ($2.8 million) partially offset by lower non-service pension related costs ($1.4 million), income realized from the settlement of a legacy claim ($0.6 million), decreased foreign exchange losses related to an intercompany note denominated in Euros ($0.4 million) and decreased costs related to divested businesses ($0.3 million). 26 Income tax expense from continuing operations was $21.5 million in 2024 and $30.8 million in 2023.
Other expense, net in 2025 decreased by $4.8 million as compared to 2024, primarily due to the 2025 recovery of a reserve taken in 2024 on a long-term promissory note that was received in partial consideration for the sale of a non-strategic business in 2020 ($9.0 million) and decreased foreign exchange losses related to an intercompany note denominated in Euros which settled in the first quarter of 2025 ($1.3 million), offset in part by higher non-service pension related costs ($2.5 million), 28 a loss incurred on the extinguishment of debt ($1.7 million), and increased costs related to previously divested businesses ($0.9 million).
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.
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.
Share Repurchase Program Enpro’s board of directors approved a new share repurchase authorization in October 2024, replacing the previous $50.0 million authorization that expired in October 2024. No shares were purchased under the prior repurchase program.
The table does not include obligations under our pension plans, which is included in Note 14 , "Pension," to the consolidated financial statements. Share Repurchase Program Enpro’s board of directors approved a two-year share repurchase authorization in October 2024, replacing the previous $50.0 million authorization that expired in October 2024. No shares were purchased under the prior repurchase program.
We received $298.2 million, net of transaction fees and cash sold, including $3.1 million of payments made in Q1 of 2023. We recorded a pre-tax gain of $189.1 million as part of our discontinued operations in the fourth quarter of 2022.
We received $298.2 million, net of transaction fees and cash sold, including $3.1 million of payments made in Q1 of 2023.
While it is uncertain whether the U.S. 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 has had no impact on our income tax expense for the year ended December 31, 2024 and we expect there to be a minimal impact in subsequent years.
The adoption of Pillar Two had no impact on our income tax expense for the year ended December 31, 2025 and we expect there to be a minimal impact, if any, in subsequent years. Any impact would be accounted for as a period cost in the period in which it is incurred.
The fair value of the three reporting units of our Sealing Technologies segment all exceeded their respective carrying values by more than 75% as of November 1, 2024. Our annual impairment test of the goodwill for the three reporting units of our Sealing Technologies segment as of November 1, 2023 and 2022 indicated no impairment.
The fair value of the three reporting units of our Sealing Technologies segment all exceeded their respective carrying values as of November 1, 2025. All annual impairment tests of goodwill for these reporting units performed during the 3-years ended December 31, 2025 indicated there was no impairment of goodwill for the reporting units.
Investing activities of continuing operations used $241.5 million and $7.4 million in 2024 and 2023, respectively, and provided $302.7 million of cash in 2022. Investing activities in 2024 used cash primarily for the acquisition of AMI ($209.4 million) and investments in property, plant, and equipment ($29.1 million).
Investing activities in 2025 used cash primarily for the acquisitions of Overlook and AlpHa ($273.9 million) and investments in property, plant, and equipment ($42.0 million). Investing activities in 2024 used cash primarily for the acquisition of AMI ($209.4 million) and investments in property, plant, and equipment ($29.1 million).
As part of our regular review of the note, in the first quarter of 2024 we concluded a reserve was needed for expected future credit losses. We will continue to monitor the note regularly and make adjustments to the reserve as needed based on known facts and circumstances. 4 Adjusted diluted earnings per share.
As part of our regular review of the note, in the first quarter of 2024, we concluded a reserve was needed for expected future credit losses.
During 2024, we repatriated $61.3 million of earnings from our foreign subsidiaries, resulting in only $0.3 million of withholding taxes. 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.
We do not intend to distribute foreign earnings that will be subject to any significant incremental U.S. or foreign tax. During 2025, we repatriated $306.2 million of earnings from our foreign subsidiaries, resulting in only $0.4 million of withholding taxes. We have determined that estimating any tax liability on our investment in foreign 29 subsidiaries is not practicable.
All annual and interim impairment tests of goodwill for the Semiconductor reporting unit performed during the 3-years ended December 31, 2024 indicated there was no impairment of goodwill for the Semiconductor reporting unit.
The fair value of our semiconductor reporting unit, included in the Advanced Surface Technologies segment significantly exceeded its carrying value as of November 1, 2025. All annual impairment tests of goodwill for the Semiconductor reporting unit performed during the 3-years ended December 31, 2025 indicated there was no impairment of goodwill for the Semiconductor reporting unit.
The adjusted income tax expense presented above is calculated using a normalized company-wide effective tax rate excluding discrete items of 25.0% for 2024 and 2023, and 27.0% for 2022. Per share amounts were calculated by dividing by the weighted-average shares of diluted common stock outstanding during the periods.
The adjusted income tax expense presented above is calculated using a normalized company-wide effective tax rate excluding discrete items of 25.0%.
As a result of the financial performance of LeanTeq through November 2023, we made a final $0.6 million payment to the LeanTeq Executives in 2024. Discontinued Operations During the third quarter of 2022, we entered into an agreement to sell our GGB business and announced our intention to sell Garlock Pipeline Technologies, Inc. ("GPT").
Discontinued Operations During the third quarter of 2022, we entered into an agreement to sell our GGB business and announced our intention to sell Garlock Pipeline Technologies, Inc. ("GPT"). These businesses comprised our remaining Engineered Materials segment ("Engineered Materials").
The effect of these items resulted in a net $3.2 million increase in income tax expense from the federal statutory rate. In 2024, we had a decrease in tax expense relative to 2023, primarily driven by 2023 goodwill impairment, which is not deductible for tax purposes.
The effect of these items resulted in a net 6.3% increase in our effective tax rate from the U.S. federal statutory tax rate, or $3.7 million additional income tax expense. In 2025 we had a decrease in tax expense relative to 2024, primarily driven by lower pre-tax income principally due to the pension plan settlement loss.
Each of the Credit Agreement and the indenture governing the Senior Notes includes covenants restricting the payment of dividends, but includes a basket permitting the payment of cash dividends of up to $50.0 million per year under the Credit Agreement and $60.0 million per year under the indenture governing the Senior Notes.
On February 13, 2026 we announced that our board of directors had increased the quarterly dividend to $0.32 per share, commencing with the dividend to be paid on March 18, 2026 to all shareholders of record as of March 5, 2025 Each of the Credit Agreement and the indenture governing the Senior Notes includes covenants restricting the payment of dividends, but includes a basket permitting the payment of cash dividends of up to $50.0 million per year under the Credit Agreement and $60.0 million per year under the indenture governing the Senior Notes.
Non-controlling interest compensation allocation represents compensation expense associated with a portion of the rollover equity from the acquisitions of LeanTeq and Alluxa that was subject to reduction for certain types of employment terminations of the sellers.
Restructuring and impairment expense, net in the table above for the year ended December 31, 2025, includes income related to gains on the sale of fixed assets as a result of restructuring actions. 27 Non-controlling interest compensation allocation represents compensation expense associated with a portion of the rollover equity from the acquisition of Alluxa that was subject to reduction for certain types of employment terminations of the Alluxa Executives.
Cash Flows Operating activities of continuing operations provided cash in the amount of $162.9 million, $208.4 million and $106.1 million in 2024, 2023 and 2022, respectively.
Therefore, we have not recorded any deferred tax liability on undistributed earnings of foreign subsidiaries. Cash Flows Operating activities of continuing operations provided cash in the amount of $201.2 million, $162.9 million and $208.4 million in 2025, 2024 and 2023, respectively.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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We manage our exposure to these and other market risks through normal 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. Interest Rate Risk We are exposed to interest rate risk as a result of our outstanding debt obligations.
We manage our exposure to these and other market risks through normal 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. 39 Interest Rate Risk We are exposed to interest rate risk as a result of our outstanding debt obligations.
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. 40
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.
The table below provides information about the maturities of our fixed rate debt obligations as of December 31, 2024.
The table below provides information about the maturities of our fixed rate debt obligations as of December 31, 2025.
The table represents principal cash flows (in millions) and related weighted average interest rates by the contractual maturity dates. 2025 2026 2027 2028 Thereafter Total Fair Value Fixed rate debt $ 0.3 $ 350.2 $ 0.2 $ 0.2 $ — $ 350.9 $ 350.3 Average interest rate 4.2 % 5.8 % 4.6 % 4.5 % N/A 5.8 % The table above excludes unamortized debt discount of $1.4 million at December 31, 2024.
The table represents principal cash flows (in millions) and related weighted average interest rates by the contractual maturity dates. 2026 2027 2028 2029 Thereafter Total Fair Value Fixed rate debt $ 0.2 $ 0.2 $ 0.2 $ 0.1 $ 450.0 $ 450.7 $ 465.1 Average interest rate 4.6 % 4.6 % 4.3 % 4.4 % 6.1% 6.1 % The table above excludes unamortized debt discount of $5.4 million at December 31, 2025.
Foreign Currency Risk We are exposed to foreign currency risks arising from normal business operations. These risks include the translation of local currency balances of our foreign subsidiaries, intercompany loans with foreign subsidiaries and transactions denominated in foreign currencies.
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.
The notional amount of foreign exchange contracts hedging foreign currency transactions was $103.7 million and $110.5 million as of December 31, 2024 and 2023, respectively. All foreign exchange contracts outstanding at December 31, 2024 expired in January 2025. Commodity Risk We source a wide variety of materials and components from a network of global suppliers.
The notional amount of these foreign exchange contracts was $103.7 million and $110.5 million as of December 31, 2024 and 2023, respectively. This intercompany note and the corresponding foreign exchange contracts were both settled in March 2025. Commodity Risk We source a wide variety of materials and components from a network of global suppliers.
In December 2022, we entered into a forward contract to hedge a 95 million Euro exposure of an intercompany note agreement related to the proceeds from the GGB sale allocated to foreign subsidiaries. We expect this position to be resolved in 2025.
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.
Our objective is to control our exposure to these risks and limit the volatility in our reported earnings due to foreign currency fluctuations through our normal operating activities and, where appropriate, through foreign currency forward contracts and option contracts.
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.
Removed
Additionally, we had $291.4 million outstanding on the Amended Credit Agreement as of December 31, 2024, which has a variable interest rate that adjusts at least quarterly. A change in interest rates on variable-rate debt affects the interest expense incurred and cash flows, but does not affect the net balance sheet liability of the financial instrument.

Other NPO 10-K year-over-year comparisons