NPK International Inc SEC Filings

NPK International Inc., through its wholly owned subsidiary NPK Holdings LLC, has entered into and completed a definitive agreement to acquire all of the shares of Grassform Plant Hire Limited, a company incorporated in England and Wales.

The purchase price was £35.2 million (approximately $46.4 million), paid in cash at closing and subject to customary completion-account and other post-closing adjustments. Additional contingent consideration may be payable if Grassform’s trailing twelve‑month performance improves through its current financial year ending February 28, 2026.

The agreement includes customary seller warranties, a tax covenant and specific indemnities in favor of NPK Holdings, all subject to disclosure-based qualifications, financial caps and time limits. NPK International also obtained a limited consent under its existing credit facility to accommodate the acquisition. The company has filed the share purchase agreement as an exhibit and furnished a press release announcing the completed transaction.

NPK International Inc. received an amended Schedule 13G (Amendment No. 8) from Ameriprise Financial, Inc. and affiliated entities regarding holdings of its Common Stock. As of the event date 09/30/2025, Ameriprise reports 5,247,637 shares beneficially owned, representing 6.2% of the class, with shared voting power of 5,243,010 and shared dispositive power of 5,247,637. No sole voting or dispositive power was reported.

Several UK-based Ameriprise affiliates, including Threadneedle entities, each report 4,864,300 shares (5.8%) with shared voting and dispositive power. The Ameriprise Entities disclaim beneficial ownership except as stated and certify the securities were acquired and are held in the ordinary course, not to change or influence control.

NPK International Inc. announced that CFO Gregg S. Piontek will also serve as the company’s principal accounting officer, effective immediately on November 10, 2025. As part of efforts to streamline the organization and cost structure, Douglas L. White, Vice President, Chief Accounting Officer and Treasurer, will step down from the CAO role and remain as a non‑executive employee to assist the transition through Spring 2026.

Piontek has been CFO since October 2011 and previously served as Vice President, Controller and Chief Accounting Officer after joining the company in 2007.

NPK International (NPKI) furnished investor presentation materials under Item 7.01 (Reg FD). The company plans to use the Q3 2025 presentation beginning October 31, 2025, in discussions with investors, lenders, customers, employees, and other stakeholders. The materials are attached as Exhibit 99.1 and will be posted in the Investors section of the company’s website for up to 90 days.

The information is being furnished, not filed, and therefore is not subject to Section 18 liability and is not incorporated by reference into Securities Act filings unless specifically stated. The presentation includes non-GAAP measures such as Adjusted Income from Continuing Operations, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, and Net Debt, with reconciliations to the nearest GAAP measures included in Exhibit 99.1.

NPK International Inc. reported Q3 2025 results. Revenue reached $68.8 million, up 56% year over year, as rental and service revenue grew 37% and product sales rose 108%. Gross margin improved to 31.9% and operating income increased to $9.1 million. Diluted EPS from continuing operations was $0.07.

For the first nine months, revenue was $201.8 million (up 26%) with a gross margin of 35.9% and operating income of $34.2 million. Cash and cash equivalents were $35.6 million, and net cash from operations totaled $55.0 million. The company entered a new $150 million revolving Credit Facility maturing in 2030 with $144.3 million available as of quarter end.

NPK repurchased 3.0 million shares for $20.4 million year to date, with $91.7 million remaining under authorization. Shares outstanding were 84,494,699 as of October 29, 2025. Discontinued operations (Fluids Systems) contributed a small loss in 2025 versus a large loss in 2024 following the divestiture.

NPK International Inc. furnished an 8‑K announcing a press release with financial information for the three and nine months ended September 30, 2025. The release is attached as Exhibit 99.1 and incorporated by reference.

The company states the Item 2.02 information and the exhibit are not deemed “filed” under the Exchange Act. The press release includes non‑GAAP measures—Adjusted Income (Loss) from Continuing Operations, Adjusted Income (Loss) from Continuing Operations Per Common Share, EBITDA from Continuing Operations, Adjusted EBITDA from Continuing Operations, Adjusted EBITDA Margin from Continuing Operations, and Free Cash Flow—with reconciliations provided in Exhibit 99.1.

Dimensional Fund Advisors LP filed an amended Schedule 13G reporting beneficial ownership of 4,797,458 shares of NPK International Inc common stock, representing 5.7% of the class. Dimensional reports sole voting power over 4,714,823 shares and sole dispositive power over 4,797,458 shares, and states these shares are owned by investment funds it advises. The filing clarifies Dimensional is an investment adviser and disclaims beneficial ownership of the funds' securities while furnishing investment advice. The statement is signed by the Global Chief Compliance Officer on 10/09/2025.

NPK International Inc. (NPKI) insider Matthew Lanigan, who serves as President, CEO and a director, reported a transfer of 770,249 shares of common stock on 10/03/2025. The filing states the transfer was a gift to his living trust; the trust lists Mr. Lanigan and his spouse as trustees. Following the reported transaction, Mr. Lanigan directly beneficially owns 325,664 shares and the trust is shown as holding 770,249 shares indirectly. The form was signed on 10/06/2025 and records the transaction price as $0.0, consistent with an intra-family trust transfer.

NPK International Inc. (NPKI) reported a Form 144 notice for the proposed sale of 10,108 common shares held as restricted stock units, acquired on 09/01/2024. The sale is planned through Morgan Stanley Smith Barney LLC on 10/01/2025 with an aggregate market value listed at $114,321.48, and the company has 84,432,766 shares outstanding.

The filing also discloses two prior 10b5-1 sales by the same person, LORI BRIGGS: 8,005 shares sold on 07/09/2025 for $68,583.64 and 8,005 shares sold on 08/11/2025 for $76,147.56. The filer affirms there is no undisclosed material information and indicates the shares were acquired as restricted stock units from the issuer.