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[Form 4] NPK International Inc. Insider Trading Activity

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

NPK International Inc. vice president and general counsel Mary Celeste Fruge reported routine equity compensation activity involving restricted stock units. On June 1, 2026, she exercised RSUs that converted on a one-for-one basis into 17,274 shares of common stock at a stated price of $0.00 per share.

To cover tax obligations upon vesting, 15,848 shares of common stock were withheld by the company in several transactions at $14.31 per share, which the filing describes as payment of tax liabilities by delivering securities. After these transactions, Fruge directly held 267,367 shares of NPK International common stock, representing a net increase of 1,426 shares from this RSU vesting event. No open-market purchases or sales were reported, and there are no remaining RSUs from this grant after conversion.

Positive

  • None.

Negative

  • None.
Insider Fruge Mary Celeste
Role VP, General Counsel
Type Security Shares Price Value
Exercise Restricted Stock Units 17,274 $0.00 --
Tax Withholding Common Stock 3,833 $14.31 $55K
Tax Withholding Common Stock 5,218 $14.31 $75K
Tax Withholding Common Stock 6,797 $14.31 $97K
Exercise Common Stock 17,274 $0.00 --
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 279,382 shares (Direct, null)
Footnotes (1)
  1. Represents shares withheld to satisfy tax withholding obligations upon the vesting of restricted stock units. The restricted stock units vest and convert into shares on a one-for-one basis. Grant of restricted stock units that vest in one-third increments on June 1 of each subsequent year after grant and settle in shares.
RSU shares exercised 17,274 shares Restricted stock units converted into common stock on June 1, 2026
Tax withholding shares 15,848 shares Shares withheld to satisfy tax obligations on RSU vesting
Tax withholding price $14.31 per share Price used for share withholding to cover tax liabilities
Net shares added 1,426 shares RSU shares exercised minus tax withholding shares
Shares owned after transactions 267,367 shares Direct NPK International common stock held by Fruge after Form 4 events
Derivative exercises 1 transaction, 17,274 shares Exercise or conversion of derivative security (RSUs) into common stock
Tax-withholding transactions 3 transactions, 15,848 shares F-coded dispositions to pay tax liabilities via share delivery
Restricted Stock Units financial
"security_title: "Restricted Stock Units" and footnote on vesting and conversion"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
tax withholding obligations financial
"Represents shares withheld to satisfy tax withholding obligations upon the vesting of restricted stock units."
derivative security financial
"transaction_code_description: "Exercise or conversion of derivative security""
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
tax-withholding disposition financial
"transaction_action: "tax-withholding disposition" for F-coded transactions"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
one-for-one basis financial
"The restricted stock units vest and convert into shares on a one-for-one basis."
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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Fruge Mary Celeste

(Last)(First)(Middle)
9320 LAKESIDE BOULEVARD
SUITE 100

(Street)
THE WOODLANDS TEXAS 77381

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
NPK International Inc. [ NPKI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
VP, General Counsel
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock06/01/2026F3,833(1)D$14.31279,382D
Common Stock06/01/2026F5,218(1)D$14.31274,164D
Common Stock06/01/2026F6,797(1)D$14.31267,367D
Common Stock06/01/2026M17,274A$0.0(2)284,641D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units$0.0(2)06/01/2026M17,274 (3) (3)Common Stock17,274$0.00D
Explanation of Responses:
1. Represents shares withheld to satisfy tax withholding obligations upon the vesting of restricted stock units.
2. The restricted stock units vest and convert into shares on a one-for-one basis.
3. Grant of restricted stock units that vest in one-third increments on June 1 of each subsequent year after grant and settle in shares.
M. Celeste Fruge06/03/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did NPKI executive Mary Celeste Fruge report?

Mary Celeste Fruge reported an RSU vesting that converted into 17,274 NPK International common shares. The Form 4 shows this as an exercise of restricted stock units that settled in stock, with no open-market buy or sell activity disclosed.

How many NPKI shares did Mary Celeste Fruge acquire through RSU vesting?

She acquired 17,274 NPK International common shares through the vesting of restricted stock units. The filing notes these units convert into shares on a one-for-one basis and were exercised at a stated price of $0.00 per share as part of her equity compensation.

How many NPKI shares were withheld for taxes in Mary Celeste Fruge’s Form 4?

A total of 15,848 NPK International common shares were withheld to cover tax obligations. These withholding transactions used a price of $14.31 per share and are coded as tax-related dispositions, rather than open-market sales, in the Form 4 filing.

What is Mary Celeste Fruge’s NPKI share ownership after the reported transactions?

After the RSU vesting and related tax withholding, Mary Celeste Fruge directly owns 267,367 NPK International common shares. This reflects the net effect of converting 17,274 restricted stock units and withholding 15,848 shares to satisfy tax liabilities associated with the vesting.

Did the NPKI Form 4 show any open-market stock sales or purchases?

The Form 4 does not show any open-market purchases or sales by Mary Celeste Fruge. Dispositions are coded as tax-withholding transactions, where shares were delivered to satisfy tax obligations from RSU vesting, rather than discretionary trades in the market.

What happens to the restricted stock units reported in NPKI’s Form 4?

The restricted stock units vested and converted into NPK International common stock on a one-for-one basis. According to the filing, this grant vests in one-third increments on June 1 of subsequent years and settles in shares when it vests and is converted.