UNITED STATES

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): February 2027, 2024

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

North Carolina

001-31225

01-0573945

(State or other jurisdiction

(Commission file number)

(I.R.S. Employer

of incorporation)

Identification No.)

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

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

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 (~~704)~~Address ~~731-1500~~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))

☐	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)	~~Trading Symbol(s)~~	Name of each exchange on which registered	~~Name of each exchange on which registered~~
Common stock, $0.01 par value		NPO		New York Stock Exchange
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 25.02 ~~Results~~ Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~The~~On ~~information~~February ~~set~~27, ~~forth~~2024, inEnpro ~~this~~Inc. ~~Item~~(the 2“Company”) and J.02 ofMilton ~~this~~Childress ~~Current~~II, ~~Report~~Executive Vice President and inChief ~~Exhibit~~Financial ~~99.1~~Officer isof ~~intended~~the Company, entered into an Amendment to beManagement Continuity Agreement dated as of February 27, 2024 (the “~~furnished~~Amendment”) ~~under~~to ~~Item~~amend ~~2.02~~the ofManagement ~~Form~~Continuity ~~8-K. Such~~Agreement ~~information~~dated ~~shall~~as ~~not~~of beJanuary ~~deemed~~30, 2006 (the “~~filed~~Agreement”) between the Company and Mr. Childress. The Agreement provides for the ~~purposes~~payment of ~~Section~~certain 18sums ofto ~~the~~Mr. ~~Securities~~Childress ~~Exchange~~if, ~~Act~~within two years after a “change in control” of ~~1934~~the Company, his employment is terminated without “cause” or he terminates his employment for “good reason” (as ~~amended,~~such ~~nor~~terms ~~shall~~are defined itin the Agreement). The Amendment amends the Agreement to eliminate provisions providing for a tax gross-up payment to be ~~deemed~~made ~~incorporated~~to byMr. ~~reference~~Childress inwith respect to any ~~filing~~excise tax due under the ~~Securities~~federal ~~Act~~tax code as a result of ~~1933~~the payments and benefits under the Agreement and to include, asin ~~amended~~lieu thereof, ~~except~~a asscale-back ~~shall~~provision beconsistent ~~expressly~~with ~~set~~the ~~forth~~form of such agreements entered into by ~~specific~~the ~~reference~~Company with its officers since 2012. Such provision scales back payments under the Agreement in the event that the payments otherwise would be subject to the federal excise tax and such ~~filing~~reduction would result in Mr. Childress retaining a larger amount on an after-tax basis.

OnAs ~~February~~a ~~20,~~result ~~2024,~~of ~~Enpro~~the ~~Inc.~~entry (into the “Amendment, the Company”) ~~issued~~is ano ~~press~~longer ~~release~~party ~~announcing~~to ~~its~~any ~~earnings~~agreement providing for ~~the~~federal ~~fourth~~excise ~~quarter~~tax ~~and~~gross-up ~~year~~payments ~~ended~~with respect ~~December~~to ~~31,~~employment ~~2023. A~~termination ~~copy~~payments ofto ~~such~~an ~~press~~officer ~~release~~or isother ~~included~~employee asfollowing ~~Exhibit~~a ~~99.1~~change ~~hereto~~in control of the Company.

Item 9.01 . Financial Statements and Exhibits .

(d) Exhibits.

99.1		Press Release of Enpro Inc. dated February 20, 2024
Exhibit Number	Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
10.1	Amendment to Management Continuity Agreement dated as of February 27, 2024 between Enpro Inc. and J. Milton Childress II
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: February 20, 2024

Date: February 29, 2024

	ENPRO INC.

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

ENPRO INC. By: /s/ Robert S. McLean Robert S. McLean Executive Vice President, General Counsel and Secretary

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