[8-K] NPK International Inc. Reports Material Event

Rhea-AI Filing Summary

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.

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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): October 30, 2025

 NPK International Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-02960			72-1123385
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

9320 Lakeside Boulevard,			Suite 100
The Woodlands,			Texas			77381
(Address of principal executive offices)						(Zip Code)

Registrant's telephone number, including area code: (281) 362-6800

Not Applicable

(Former name or former 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:

☐ 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 240.13a-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			NPKI			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 2.02     Results of Operations and Financial Condition.

On October 30, 2025, NPK International Inc. (the “Company”) issued a press release announcing financial information for the three and nine months ended September 30, 2025. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The information in Item 2.02 of this Current Report on Form 8-K and the information in the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing.

Use of Non-GAAP Financial Information

To help understand the Company’s financial performance, the Company has supplemented its financial results that it provides in accordance with generally accepted accounting principles (“GAAP”) with non-GAAP financial measures. Such financial measures include Adjusted Income (Loss) from Continuing Operations, Adjusted Income (Loss) from Continuing Operations Per Common Share, earnings before interest, taxes, depreciation and amortization (“EBITDA”) from Continuing Operations, Adjusted EBITDA from Continuing Operations, Adjusted EBITDA Margin from Continuing Operations, and Free Cash Flow.

We believe these non-GAAP financial measures are frequently used by investors, securities analysts and other parties in the evaluation of our performance and liquidity with that of other companies in our industry. Management uses these measures to evaluate our operating performance, liquidity and capital structure. In addition, our incentive compensation plan measures performance based on our consolidated EBITDA, along with other factors. The methods we use to produce these non-GAAP financial measures may differ from methods used by other companies. These measures should be considered in addition to, not as a substitute for, financial measures prepared in accordance with GAAP. Applicable reconciliations to the nearest GAAP financial measure of each non-GAAP financial measure are included in the attached Exhibit 99.1.

Item 9.01     Financial Statements and Exhibits. 

(d) Exhibits.

Exhibit No.						Description
99.1						Press release issued by NPK International Inc. on October 30, 2025
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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. 

						NPK International Inc.
						(Registrant)
Date:			October 30, 2025			By:			/s/ Gregg S. Piontek
									Gregg S. Piontek
									Senior Vice President and Chief Financial Officer
									(Principal Financial Officer)

FAQ

What did NPKI announce in its 8-K?

NPK International furnished a press release with financial information for the three and nine months ended September 30, 2025, attached as Exhibit 99.1.

Which periods are covered in NPKI’s update?

The three and nine months ended September 30, 2025.

Are the furnished materials considered 'filed' under the Exchange Act?

No. The Item 2.02 information and Exhibit 99.1 are not deemed “filed” under the Exchange Act.

Which non-GAAP measures does NPKI highlight?

Adjusted Income (Loss) from Continuing Operations, Adjusted Income (Loss) Per Common Share, EBITDA and Adjusted EBITDA from Continuing Operations, Adjusted EBITDA Margin from Continuing Operations, and Free Cash Flow.

Where can investors find reconciliations of non-GAAP to GAAP?

Reconciliations are included in Exhibit 99.1.

What is NPKI’s trading symbol and exchange?

NPKI on the New York Stock Exchange.

What exhibit numbers are listed with the 8-K?

Exhibit 99.1 (press release) and 104 (Cover Page Inline XBRL).