On October 8, 2025, Enpro acquired all of the equity of Overlook Industries, Inc. ("Overlook"). Overlook, which is located in Easthampton, Massachusetts, specializes in the design and fabrication of single-use technologies and other critical componentry for biopharmaceutical production processes.

On November 14, 2025, we acquired all of the equity interests in AlpHa Measurement Holdings, LLC (“AlpHa”). AlpHa, together with its wholly-owned direct and indirect subsidiaries (i) VL Acquisition Co., a Delaware corporation, (ii) AlpHa Measurement Solutions, LLC, a Texas limited liability company, (iii) Aurora Scientific Instruments (Shanghai) Co., Ltd., a company organized under the Laws of the PRC, and (iv) VATCO, LLC, a Texas limited liability company, is a Houston, Texas-based leading provider of liquid analytical sensing technologies and instrumentation for the measurement of key parameters for liquid processes. AlpHa and its subsidiaries serve customers across a diverse set of end-markets, including industrial process control, water and wastewater, laboratory, and environmental monitoring.

In 2025, we paid $273.9 million, net of cash acquired, for the two acquisitions completed in the fourth quarter. The purchase prices of Overlook and AlpHa were allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The excess of the purchase price over the estimated fair value of the identifiable assets acquired less the liabilities assumed is reflected as goodwill, which is attributable primarily to the value of the workforce and the ongoing operations of the business. Goodwill recorded as part of the purchases was $160.2 million, of which we expect approximately 32% is tax deductible given the structure of the transactions. Inventory acquired included an adjustment to fair value of $5.4 million, of which $3.2 million was amortized to cost of goods sold in the first quarter of 2026.

We will continue to evaluate the purchase price allocation of these acquisitions, including the value of intangible assets and income tax assets and liabilities and adjust this allocation as appropriate. The allocation of purchase price was revised during the first quarter of 2026 primarily to increase deferred income tax liabilities and decrease acquired net working capital by $2.0 million in total, with an offsetting $2.0 million increase to goodwill. The following table represents the preliminary allocation of purchase price as of March 31, 2026:


	(in millions)
Accounts receivable	$	7.7
Inventories	16.9
Property, plant, and equipment	3.8
Goodwill	160.2
Other intangible assets	107.8
Other assets	10.8
Deferred income taxes	(16.9)
Other liabilities	(17.2)
	$	273.1

The following unaudited pro forma condensed consolidated financial results of operations for the three months ended March 31, 2025 are presented as if the acquisitions had been completed prior to 2025:


	Three Months Ended March 31,
		2025
		(in millions)
Pro forma net sales		$	286.0
Pro forma net income		$	24.0

These amounts have been calculated after applying our accounting policies and adjusting the results of the two acquired businesses to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to intangible assets had been applied as of January 1, 2025. The pro forma financial results have been prepared for