Insider sale: NPKI director disposes 2,013 shares under 10b5-1 plan

Rhea-AI Filing Summary

Michael A. Lewis, a director of NPK International Inc. (NPKI), reported an automatic sale of common stock under a Rule 10b5-1 trading plan. On 08/25/2025 he disposed of 2,013 shares in multiple open-market transactions at a weighted average price of $10.3311 per share, with individual trade prices ranging from $10.29 to $10.40. The sales occurred pursuant to a 10b5-1 plan adopted March 7, 2025. After the reported sale, Mr. Lewis beneficially owned 135,359 shares. The Form 4 was filed by one reporting person and signed by an authorized filer on behalf of the reporting person.

Insights

Securities Analyst

TL;DR: Director executed an automated, planned sale of a small portion of holdings under a Rule 10b5-1 plan.

The Form 4 discloses a systematic, pre-arranged disposition rather than an opportunistic sale, as it was executed under a 10b5-1 trading plan established March 7, 2025. The reported sale of 2,013 shares at a weighted average of $10.3311 represents roughly 1.5% of the 135,359 shares still beneficially owned, indicating the transaction is modest relative to total holdings. Because the filer provided the trading-plan disclosure and the price range for trades, transparency on execution is adequate. From a market-impact perspective, the transaction appears routine and not materially disruptive to holdings or corporate control.

Corporate Governance Expert

TL;DR: Disclosure aligns with insider trading controls; sale was automatic under an established plan.

The filing correctly identifies the reporting person as a director and indicates the sale was made pursuant to a Rule 10b5-1 plan, which provides an affirmative defense to insider trading claims when properly adopted. The Form 4 includes the weighted-average price and a range for execution prices and states the filer will provide transaction-level details on request, which supports compliance and disclosure completeness. The size of the disposition relative to remaining ownership is small, and the filing shows standard governance practices for scheduled insider transactions.

SEC Form 4

FORM 4

UNITED 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).

X

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^*

Lewis Michael A

(Last) (First) (Middle)

9320 LAKESIDE BOULEVARD

SUITE 100

(Street)

THE WOODLANDS TX 77381

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NPK International Inc. [ NPKI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/25/2025		S		2,013(1)	D	$10.3311(2)	135,359	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reported sale of 2,013 shares occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 7, 2025.

2. The price reported is the weighted average price. These shares were sold in multiple transactions in the open market at prices ranging from $10.29 to $10.40, inclusive. The reporting person undertakes to provide to NPK International Inc., any security holder of NPK International Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (2) to this Form 4.

	By: M. Celeste Fruge For: Michael A. Lewis	08/26/2025
	** Signature of Reporting Person	Date
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.

FAQ

What did Michael A. Lewis report in the Form 4 for NPK International Inc. (NPKI)?

The Form 4 reports the sale of 2,013 shares of common stock on 08/25/2025 executed under a Rule 10b5-1 trading plan.

How many shares did Michael A. Lewis own after the reported sale?

After the sale Mr. Lewis beneficially owned 135,359 shares.

At what price were the shares sold according to the Form 4?

The weighted average sale price was $10.3311 per share; individual trades ranged from $10.29 to $10.40.

Was the sale part of an automated trading plan?

Yes. The sale occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 7, 2025.

Who filed and signed the Form 4?

The Form 4 was filed by one reporting person and signed by M. Celeste Fruge on behalf of Michael A. Lewis on 08/26/2025.