NPKI Insider: CEO Exercises $4.32 Options, Sells at $10.34 Avg

Rhea-AI Filing Summary

Matthew Lanigan, President & CEO and a director of NPK International Inc. (NPKI), exercised 68,896 non-qualified stock options with a $4.32 exercise price and immediately sold those 68,896 shares in the open market on 08/22/2025 pursuant to a Rule 10b5-1 trading plan adopted May 23, 2025. The shares were sold at a weighted average price of $10.3422, with individual sale prices ranging from $9.97 to $10.42. Following the transactions, Lanigan’s reported beneficial ownership fell from 1,164,809 shares to 1,095,913 shares. The filer offers to provide a detailed breakdown of the number of shares sold at each price upon request.

Positive

• Transactions were executed pursuant to a documented Rule 10b5-1 trading plan adopted May 23, 2025
• Filer commits to provide a detailed breakdown of the number of shares sold at each price within the disclosed range, improving transparency
• Report discloses exercise price ($4.32), weighted average sale price ($10.3422), and the range $9.97–$10.42

Negative

• Reporting person sold 68,896 shares in open-market transactions, reducing beneficial ownership from 1,164,809 to 1,095,913
• Insider sale occurred despite the reporting person’s role as President & CEO and director, which may be viewed negatively by some investors seeking insider accumulation

Insights

Securities Analyst

TL;DR: CEO exercised options and sold the resulting 68,896 shares under a pre-established 10b5-1 plan; ownership decreased by 68,896 shares.

The filing shows a routine insider exercise and concurrent open-market sale executed under a documented Rule 10b5-1 plan adopted May 23, 2025. The exercise price of the options was $4.32 and the weighted average sale price was $10.3422, producing a clear spread between exercise and sale prices. The disclosure includes an undertaking to provide per-price sale details, improving transparency. This transaction does not by itself reveal operational or financial performance changes beyond insider liquidity.

Corporate Governance Expert

TL;DR: Insider sales were processed under a 10b5-1 plan, indicating pre-planned disposals and adherence to insider-trading controls.

The report identifies the reporting person as both President & CEO and a director, and confirms the trades were made pursuant to a 10b5-1 plan, which mitigates concerns about opportunistic timing. The form discloses exercise and sale details, the options’ original grant/exercise timeline, and the post-transaction share counts, which supports robust disclosure practices for insiders.

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^*

LANIGAN MATTHEW

(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
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2025

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	08/22/2025		M		68,896(1)	A	$4.32	1,164,809	D
Common Stock	08/22/2025		S		68,896	D	$10.3422(2)	1,095,913	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
Non-Qualified Stock Option (right to buy)	$4.32	08/22/2025		M			68,896(1)	06/01/2019	05/19/2026	Common Stock	68,896	$10.3422	1,000	D

Explanation of Responses:

1. The reported sale of 68,896 shares occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 23, 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 $9.97 to $10.42, 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: Matthew Lanigan	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 NPK International (NPKI) insider Matthew Lanigan do on 08/22/2025?

He exercised 68,896 non-qualified stock options at $4.32 and sold 68,896 shares in the open market under a Rule 10b5-1 plan.

At what price were the NPKI shares sold by the insider?

The shares were sold at a weighted average price of $10.3422, with individual sale prices ranging from $9.97 to $10.42.

How did the transactions change Lanigan’s reported ownership of NPKI shares?

Beneficial ownership reported after the transactions was 1,095,913 shares, down from 1,164,809 shares prior to the sale.

Were the sales part of a pre-planned trading strategy?

Yes. The sales occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 23, 2025.

Will additional details about the sales be available?

The reporting person offers to provide NPK International, any security holder, or the SEC staff with a full breakdown of the number of shares sold at each separate price within the disclosed range upon request.