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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 14, 2025

	ENPRO INC.
	(Exact name of Registrant, as specified in its charter)

North Carolina		001-31225		01-0573945
(State or other jurisdiction of incorporation)		(Commission file number)		(I.R.S. Employer Identification No.)

	5605 Carnegie Boulevard, Suite 500
	Charlotte, North Carolina 28209
(Address of principal executive offices, including zip code)

	(704) 731-1500
	(Registrant’s telephone number, including area code)

	Not Applicable
	(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		NPO		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01

Other Events.

On May 14, 2025, Enpro Inc. issued a press release announcing that it had priced an offering of $450 million aggregate principal amount of its 6.125% Senior Notes due 2033. The press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

	Exhibit 99.1	Press release of Enpro Inc. dated May 14, 2025

	Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 14, 2025

	ENPRO INC.

	By:	/s/ Robert S. McLean
		Robert S. McLean
		Executive Vice President and General Counsel

EX-99.1 2 ef20049063_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

News Release

Contact:	James M. Gentile
	Vice President, Investor Relations	Enpro Inc. 5605 Carnegie Boulevard Charlotte, North Carolina, 28209 Phone:704-731-1500 www.enpro.com

Phone:	704-731-1527

Email:	investor.relations@enpro.com

Enpro Inc. Prices Offering of

$450 Million 6.125% Senior Notes Due 2033

CHARLOTTE, N.C., May 14, 2025 – Enpro Inc. (NYSE: NPO) today announced the pricing of its previously announced offering of senior notes due 2033 (the “Senior Notes”). The face value of the Senior Notes is $450 million with an annual interest rate of 6.125%. The Senior Notes were priced at 100.0% of the face value. The offer was made in the United States to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in reliance on Regulation S under the Securities Act. The Senior Notes offering is expected to close on May 29, 2025.

Enpro intends to use the net proceeds from the offering to fund the redemption of all of its outstanding 5.75% senior notes due 2026 (the “Outstanding Notes”), to repay a portion of the borrowings under its senior secured revolving credit facility used to fund the repayment on April 9, 2025 of all of its then-outstanding term loans under its senior secured credit facility, and to pay fees and expenses in connection with the offering. The conditional redemption of the Outstanding Notes was announced by Enpro on May 13, 2025.

This press release is for informational purposes only and does not constitute an offer to sell, or the solicitation of an offer to buy, the Senior Notes. Any offer of the Senior Notes will be made only by means of a private offering memorandum. The Senior Notes are not being registered under the Securities Act, or the securities laws of any other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements. This press release also does not constitute a notice of redemption of, or an offer to purchase or a solicitation of an offer to purchase, the Outstanding Notes. The formal notice of redemption has been provided in accordance with the terms of the indenture governing the Outstanding Notes.

Forward-Looking Statements

This press release contains forward-looking statements. Actual results may differ materially from those reflected in the forward-looking statements. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained under the heading of “Risk Factors” listed from time to time in Enpro’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2024 and its Quarterly Report on Form 10-Q for the period ended March 31, 2025. In addition, it is not certain whether, and Enpro can provide no assurances that, the offering of the Senior Notes will be completed on the terms described above or at all or all conditions to the redemption of the Outstanding Notes will be satisfied. Risks and uncertainties include market conditions beyond Enpro’s control, including high-yield debt market conditions.