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0000914122
0000914122
2026-03-19
2026-03-19
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): March 19, 2026
PERMA-PIPE INTERNATIONAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-32530
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36-3922969
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(State or other jurisdiction of
incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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2445 Technology Forest Blvd, Suite 1010
The Woodlands, Texas, 77381
(Address of principal executive offices, including zip code)
(847) 929-1200
(Registrant’s telephone number, including area code)
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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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, $.01 par value per share |
PPIH |
The Nasdaq Stock Market LLC |
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. ☐
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Item 7.01.
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Regulation FD Disclosure.
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On March 19, 2026, Perma-Pipe International Holdings, Inc. (the “Company”) issued a press release announcing a new U.S. Northeast facility investment, an update on Middle East operations, and the conclusion of the Board’s review of strategic alternatives. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information included herein and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth in such filing.
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Item 9.01.
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Financial Statements and Exhibits.
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(d)
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Exhibits. The following exhibit is being furnished herewith:
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Exhibit
Number
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99.1
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Press Release dated March 19, 2026
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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. |
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PERMA-PIPE INTERNATIONAL HOLDINGS, INC. |
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| Date: March 19, 2026 |
By: |
/s/ Matthew E. Lewicki |
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Matthew E. Lewicki |
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Vice President and Chief Financial Officer |
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Exhibit 99.1
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COMPANY:
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Perma-Pipe International Holdings, Inc.
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CONTACT:
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Saleh Sagr, President and CEO
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Perma-Pipe Investor Relations
(847) 929-1200
investor@permapipe.com
Perma-Pipe International Holdings Inc. Press Release
Perma-Pipe Accelerates Growth with New U.S. Northeast Facility Investment to serve Artificial Intelligence Data Center customers,
Provides Middle East Operations’ Update and Concludes the Board’s Review of Strategic Alternatives
THE WOODLANDS, Texas, March 19, 2026 – Perma-Pipe International Holdings, Inc. (the “Company”) today announced a strategic expansion initiative focused on accelerating growth through entry into the high-demand U.S. Northeast region. The Company is positioning itself to capitalize on the rapidly expanding Artificial Intelligence (“AI”)-driven data center market in both the United States and international markets while continuing to reinforce its leadership in critical infrastructure solutions.
As part of this growth strategy, Perma-Pipe will prioritize investments aimed at expanding its presence in the rapidly evolving AI data center sector. The initiative reflects the Company’s long-term commitment to supporting next-generation technology infrastructure and strengthening its position in the global energy, industrial, and infrastructure markets.
Expansion in the U.S. Northeast
President & Chief Executive Officer, Saleh Sagr said, “We are excited to announce the expansion of our operations with a new facility in the Northeast, set to become operational in the second quarter of 2026. This facility will primarily focus on serving the rapidly growing AI-driven data center market, as well as the District Heating and Cooling sector. This strategic move supports our commitment to organic growth and strengthens our position as a global leader in the technology infrastructure ecosystem. Our primary focus will be on capitalizing on the significant potential in these key markets, both domestically and internationally. Furthermore, we are currently seeking to secure a new global banking agreement to provide enhanced liquidity, flexible financing options and expanded access to capital to support further investments in our growth.”
MENA Operations Update
Perma-Pipe also reaffirmed its strong operational position across the Middle East and North Africa region.
“Perma-Pipe remains fully committed to its operations throughout the MENA region. Despite ongoing regional conflicts our business operations have not been impacted. We have implemented comprehensive business continuity plans designed to mitigate potential risks and aim to ensure uninterrupted service to our customers and maintain operational stability and safety across all of our facilities,” Saleh Sagr added.
Market Dynamics Support Growth Strategy
As global demand for data processing capacity continues to accelerate, the Company believes that current market conditions present significant opportunities for infrastructure providers supporting AI and cloud computing.
“The rapid rise of artificial intelligence, cloud platforms and digital infrastructure is creating unprecedented demand for advanced data center solutions,” said Sagr. “Our strategic focus on AI data centers positions Perma-Pipe to capitalize on these powerful global trends. In addition, we are pursuing diversification into new product lines within the industrial and water sectors across both North America and the MENA region to further expand our market reach and ensure long-term resilience.
“We are excited about the future and the opportunities ahead for Perma-Pipe, with strong market demand, a disciplined growth strategy, new financial partnerships and robust business continuity planning, we are well positioned to execute on our strategic vision and capture the significant opportunities emerging in AI infrastructure, next-generation data centers and diversified industrial markets,” Saleh Sagr concluded.
Conclusion of the Board’s Exploration of Strategic Alternatives
The Board of Directors of the Company has concluded its process to explore strategic alternatives to maximize shareholder value publicly announced on September 15, 2025. The review evaluated a wide range of value creating alternatives and after extensive evaluation and deliberation, in consultation with the Company’s legal and financial advisors, the Board unanimously determined that continuing to execute on the Company’s strategic plan as an independent public company is the best way to maximize value for shareholders at this time.
Perma-Pipe International Holdings, Inc.
Perma-Pipe International Holdings, Inc. (Nasdaq: PPIH) is a global leader in pre-insulated piping and leak detection systems for oil and gas, district heating and cooling, and other applications. It uses its extensive engineering and fabrication expertise to develop piping solutions that solve complex challenges regarding the safe and efficient transportation of many types of liquids. In total, Perma-Pipe has operations at fourteen locations in six countries.
Forward-Looking Statements
Certain statements and other information contained in this press release that can be identified by the use of forward-looking terminology constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbors created thereby, including, without limitation, statements regarding the expected future performance and operations of the Company. These statements should be considered as subject to the many risks and uncertainties that exist in the Company's operations and business environment. Such risks and uncertainties include, but are not limited to, the following: (i) the impact of public health crises on the Company's results of operations, financial condition and cash flows; (ii) fluctuations in the price of oil and natural gas and its impact on the customer order volume for the Company's products; (iii) the Company's ability to comply with all covenants in its credit facilities; (iv) the Company’s ability to repay its debt and renew expiring international credit facilities; (v) the Company’s ability to effectively execute its strategic plan and achieve profitability and positive cash flows; (vi) the impact of global economic weakness and volatility; (vii) fluctuations in steel prices and the Company’s ability to offset increases in steel prices through price increases in its products; (viii) the timing of order receipt, execution, delivery and acceptance for the Company’s products; (ix) decreases in government spending on projects using the Company’s products, and challenges to the Company’s non-government customers’ liquidity and access to capital funds; (x) the Company’s ability to successfully negotiate progress-billing arrangements for its large contracts; (xi) aggressive pricing by existing competitors and the entrance of new competitors in the markets in which the Company operates; (xii) the Company’s ability to purchase raw materials at favorable prices and to maintain beneficial relationships with its suppliers; (xiii) the Company’s ability to manufacture products free of latent defects and to recover from suppliers who may provide defective materials to the Company; (xiv) reductions or cancellations of orders included in the Company’s backlog; (xv) the Company's ability to collect an account receivable related to a project in the Middle East; (xvi) risks and uncertainties related to the Company's international business operations; (xvii) the Company’s ability to attract and retain senior management and key personnel; (xviii) the Company’s ability to achieve the expected benefits of its growth initiatives; (xix) the Company’s ability to interpret changes in tax regulations and legislation; (xx) the Company's ability to use its net operating loss carryforwards; (xxi) reversals of previously recorded revenue and profits resulting from inaccurate estimates made in connection with the Company’s percentage-of-completion revenue recognition; (xxii) the Company’s failure to establish and maintain effective internal control over financial reporting; and (xxiii) the impact of cybersecurity threats on the Company’s information technology systems. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are made only as of the date of this press release and we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. More detailed information about factors that may affect our performance may be found in our filings with the Securities and Exchange Commission, which are available at https://www.sec.gov and under the Investor Center section of our website (http://investors.permapipe.com).