McLean Robert Savage 4

What Happened

• McLean Robert Savage, Enpro Inc. EVP, General Counsel and CAO, had restricted/derivative awards convert to common stock and received a separate grant. Across Feb 15–16, 2026 he acquired a total of 3,964 shares (601 + 2,589 + 774) from conversions/grants at $0.00 (RSU/award treatment) and disposed of 1,512 shares (217 + 1,295) to satisfy tax withholding, resulting in cash proceeds (or share surrender value) of about $412,217 ($59,161 + $353,056). The exercises/conversions are reported as derivative conversions (code M) and the disposals for tax withholding are reported under code F.

Key Details

• Transaction dates: Feb 15, 2026 and Feb 16, 2026.
• Acquisitions: 601 (2/15), 2,589 (2/16 grant), 774 (2/16) — all reported at $0.00 (RSU/award conversion).
• Disposals (tax withholding): 217 shares @ $272.63 = $59,161 (2/15); 1,295 shares @ $272.63 = $353,056 (2/16). Total disposed ≈ 1,512 shares for ~$412,217.
• Footnotes: F1 notes each restricted stock unit (RSU) equals one share; F2 and F3 indicate the RSUs vest in approximately equal thirds on the dates listed (see filing for exact schedules).
• Shares owned after the transactions are not shown in the provided summary of the Form 4.
• Filing remark: "mcleanpoa.txt" (power of attorney/filing detail). Filing appears timely (reporting period 2/15/2026; filed 2/17/2026).

Context

• This appears to be a routine conversion/settlement of RSUs/derivative awards with a sell-to-cover (tax withholding) — not an open-market sale for investment reasons. Exercises/conversions reported at $0.00 reflect RSU/award settlement (no exercise price). Such tax-withholding disposals are common when restricted awards vest and do not necessarily signal a change in insider sentiment.