[8-K] Perma-Pipe International Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

Perma-Pipe International Holdings, Inc. is expanding its Board of Directors by appointing Nancy Zakhour as an independent director and CEO Saleh Sagr as a director, both effective April 8, 2026. Zakhour will also join the Audit, Compensation, and Nominating and Corporate Governance Committees.

Zakhour, age 37, is Chief Commercial Officer at Clean Energy Services and a Venture Partner at Ascent Energy Ventures, with prior roles at Piper Sandler and Occidental Petroleum focused on low‑carbon and carbon capture projects. Sagr, age 56, has served as President and CEO since June 2025 after leading Perma-Pipe’s international operations, bringing more than 30 years of pipeline coating and industrial manufacturing experience.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): April 7, 2026

PERMA-PIPE INTERNATIONAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-32530	36-3922969
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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:

☐ 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 240.13e-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, $.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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 7, 2026, the Board of Directors (the “Board”) of Perma-Pipe International Holdings, Inc. (the “Company”) appointed Nancy Zakhour to serve as a member of the Board, effective April 8, 2026 (the “Effective Date”). Ms. Zakhour was appointed to fill a vacancy on the Board and will serve until the Company’s next annual meeting of stockholders or until her successor is duly elected and qualified.

The Board has determined that Ms. Zakhour qualifies as an “independent director” under the applicable listing standards of The Nasdaq Stock Market LLC. The Board has also appointed Ms. Zakhour to serve on the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. The Board has further determined that Ms. Zakhour satisfies all applicable independence requirements for service on each such committee, including the heightened independence requirements applicable to audit committee members.

There are no arrangements or understandings between Ms. Zakhour and any other person pursuant to which she was selected as a director. Since the beginning of the Company’s last fiscal year, there have been no transactions in which the Company was or is to be a participant and in which Ms. Zakhour had or will have a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.

Ms. Zakhour will receive compensation for her services consistent with that provided to the Company’s other non-employee directors, as described under the caption “Director Compensation” in the Company’s proxy statement for its 2025 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on May 14, 2025, as amended on May 15, 2025 and June 24, 2025, which description is incorporated herein by reference.

Ms. Zakhour, age 37, is a strategic executive with experience spanning renewable energy, oil and gas, investment banking and strategic advisory across domestic and international markets. Since 2023, she has served as Chief Commercial Officer of Clean Energy Services, a full-lifecycle renewable energy firm focused on battery storage and solar, where she leads corporate strategy and commercial operations. Since 2025, she has also served as a Venture Partner at Ascent Energy Ventures. In addition, she has served as an MBA Lecturer at Rice University since 2025 and at the University of Houston-Downtown since 2022.

Prior to her current roles, Ms. Zakhour served as an Investment Banker in the Energy & Power group at Piper Sandler from 2022 to 2023, advising clients on financial and strategic transactions. From 2019 to 2022, she held roles at Occidental Petroleum Corporation, including Business Development Manager at Oxy Low Carbon Ventures (1PointFive), where she led commercial development and negotiations for direct air capture and carbon capture, utilization, and storage projects and Well Design Lead for the Permian Delaware division, where she oversaw multidisciplinary teams responsible for drilling, completion and production engineering across a significant acreage position. Earlier in her career, Ms. Zakhour held completion engineering and advisory roles at Callon Petroleum Company from 2015 to 2018 and technical and field operations roles at Schlumberger Limited from 2011 to 2015, including international assignments across Asia, North Africa, and Russia.

Ms. Zakhour holds a Bachelor of Engineering in Electrical and Computer Engineering from the American University of Beirut and a Master of Business Administration from Rice University. She is a recipient of the Society of Petroleum Engineers Regional Completions Optimization and Technology Award and Hart Energy’s 40 Under Forty Award and has authored numerous technical publications. 

On April 7, 2026, the Board appointed Saleh Sagr, the Company’s President and Chief Executive Officer, to serve as a member of the Board, effective April 8, 2026. Mr. Sagr will serve until the Company’s next annual meeting of stockholders or until his successor is duly elected and qualified.

As an executive officer of the Company, Mr. Sagr does not qualify as an independent director under the applicable Nasdaq listing standards. Mr. Sagr has not been appointed to any of the Board’s standing committees, each of which is composed solely of independent directors.

There are no arrangements or understandings between Mr. Sagr and any other person pursuant to which he was selected as a director. Since the beginning of the Company’s last fiscal year, there have been no transactions in which the Company was or is to be a participant and in which Mr. Sagr had or will have a direct or indirect material interest requiring disclosure pursuant to Item 404(a) of Regulation S‑K.

A copy of the Company’s press release announcing Ms. Zakhour’s and Mr. Sagr’s appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On April 7, 2026, the Company issued a press release announcing the events described in Item 5.02. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed or furnished herewith:

Exhibit

Number

99.1 Press Release of Perma-Pipe International Holdings, Inc., dated April 7, 2026

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.

	PERMA-PIPE INTERNATIONAL HOLDINGS, INC.
Date: April 7, 2026	By:	/s/ Matthew E. Lewicki
		Matthew E. Lewicki
		Vice President and Chief Financial Officer

Exhibit 99.1

COMPANY: Perma-Pipe International Holdings, Inc.

CONTACT: Saleh Sagr, President and CEO

Perma-Pipe Investor Relations

(847) 929-1200

investor@permapipe.com

Perma-Pipe International Holdings, Inc. Announces the Appointment of Nancy Zakhour and Saleh Sagr to its Board of Directors

THE WOODLANDS, Texas, April 7, 2026 – Perma-Pipe International Holdings, Inc. (Nasdaq: PPIH), a global leader in pre-insulated piping and leak detection systems, today announced the appointment of Nancy Zakhour and Saleh Sagr to its Board of Directors, effective April 8, 2026. Ms. Zakhour will serve as an independent director and a member of the Board’s Audit, Compensation, and Nominating and Corporate Governance Committees. Mr. Sagr will serve as a director.

Ms. Zakhour is a dynamic energy executive with experience in renewable energy, oil and gas, and investment banking, bringing a uniquely integrated perspective on the evolving global energy landscape. She currently serves as Chief Commercial Officer at Clean Energy Services, where she leads corporate strategy and commercial execution across battery storage and solar initiatives. In addition, she is a Venture Partner at Ascent Energy Ventures and an MBA Lecturer at Rice University.

Prior to her current roles, Ms. Zakhour served as an Investment Banker in the Energy & Power group at Piper Sandler, advising clients on complex financial and strategic transactions. Earlier, she held leadership roles at Oxy Low Carbon Ventures (1PointFive), where she advanced commercial deployment of Direct Air Capture (DAC) and Carbon Capture, Utilization and Storage (CCUS) projects across the United States. She also served as Well Design Lead for Occidental Petroleum’s Permian Delaware division, managing multidisciplinary teams responsible for drilling, completion and production engineering across more than one million acres.

Ms. Zakhour began her career with Schlumberger, gaining extensive technical and international field experience across North America, Asia, North Africa and Russia. She later held engineering and advisory roles at Callon Petroleum, further strengthening her operational and strategic capabilities.

She holds a Bachelor of Engineering in Electrical and Computer Engineering from the American University of Beirut and an MBA from Rice University. She is the recipient of the Society of Petroleum Engineers (SPE) Regional Completions Optimization and Technology Award and Hart Energy’s 40 Under Forty Award and has authored numerous technical publications.

“We are pleased to welcome Nancy to our Board,” said Jon Biro, Chairman of the Board. “Her deep technical expertise combined with her commercial and strategic leadership in both traditional and emerging energy sectors will be invaluable as we continue to position Perma-Pipe for long-term growth.” President and Chief Executive Officer Saleh Sagr added, “Nancy’s appointment reflects our commitment to strengthening the Board with forward-looking, diverse perspectives aligned with the global energy transition. Her experience across carbon management, renewables and capital markets will support our strategic priorities and enhance shareholder value.”

The Board also appointed Saleh Sagr, the Company’s President and Chief Executive Officer, to serve as a member of the Board effective immediately. As an executive officer of the Company, Mr. Sagr is not an independent director under Nasdaq standards and will not serve on any of the Board’s standing committees.

Mr. Sagr, age 56, has served as President and CEO since June 7, 2025, after joining Perma‑Pipe in 2019 and progressing through senior leadership roles overseeing operations across the Middle East, India, and Egypt. He brings more than 30 years of experience in pipeline coating, industrial manufacturing, and international operations.

“We are pleased to welcome Saleh to our Board,” said Jon Biro, Chairman of the Board. “His first year as President & CEO of Perm-Pipe has been outstanding and this appointment recognizes this accomplishment. His addition adds another strong member to help guide the organization for continued success and long-term growth.” President and Chief Executive Officer Saleh Sagr added, “I am honored by the Board’s appointment and recognition of the positive impact our team is having on the performance of the company.”

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 thirteen locations in seven 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).

Perma-Pipe International Holdings, Inc.

Saleh Sagr, President and CEO

Perma-Pipe Investor Relations

investor@permapipe.com

847.929.1200

Source: Perma-Pipe International Holdings, Inc.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 PRESS RELEASE OF PERMA-PIPE INTERNATIONAL HOLDINGS, INC., DATED APRIL 7, 2026, R 18.0 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB