Perma-Pipe Insider Amendment Clarifies Tax Withholding After Share Sale

Rhea-AI Filing Summary

Perma-Pipe International Holdings (PPIH) filed an amended Form 4 reporting an insider sale and a clarification on tax withholding. Former President & CEO David J. Mansfield reported a transaction executed 07/25/2025 disposing of 6,349 shares of common stock at a price of $24.02 per share, leaving him with 270,945 shares beneficially owned. The amendment (originally filed 07/28/2025) notes the change was to show amended tax withholding. The form is signed 08/27/2025 and indicates the filing covers one reporting person.

Positive

• Amendment clarifies tax withholding, improving disclosure accuracy
• Reporting person retains sizable stake with 270,945 shares after the sale

Negative

• Insider disposed of 6,349 shares, reducing beneficial ownership
• Sale executed at $24.02 per share, which could be interpreted by some investors as liquidity action

Insights

Securities Analyst

TL;DR: Insider sale of 6,349 shares at $24.02 reduced holdings; amendment only clarifies tax withholding.

This Form 4/A discloses a routine disposition by a former CEO, showing continued significant ownership after the sale (270,945 shares). The amendment does not change the reported transaction size, date, or price; it only updates tax withholding details. For investors, this is a transparency update rather than new operational or financial information about Perma-Pipe.

Corporate Governance Expert

TL;DR: Amended filing improves disclosure accuracy but reports a non-material insider disposition relative to ownership concentration.

The filing confirms adherence to Section 16 reporting requirements and clarifies withholding treatment. The disposal of 6,349 shares is clearly reported with price and post-transaction holdings. There is no indication of additional changes in relationship to the issuer beyond the filer being a former President & CEO, and the amendment appears administrative.

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

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X

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^*

Mansfield David J

(Last) (First) (Middle)

25025 INTERSTATE 45

SUITE 200

(Street)

THE WOODLANDS TX 77380

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Perma-Pipe International Holdings, Inc. [ PPIH ]

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

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Former President & CEO

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

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/28/2025

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	07/25/2025		F		6,349(1)	D	$24.02	270,945	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. Amending previous Form 4 to show amended tax withholding.

	/s/ David J. Mansfield	08/27/2025
	** 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 David J. Mansfield report on the Form 4/A for PPIH?

He reported a disposition of 6,349 common shares at $24.02 per share executed 07/25/2025 and that after the transaction he beneficially owned 270,945 shares. The amendment updates tax withholding information.

Why was the Form 4 for PPIH amended?

The filing states the amendment was made to show amended tax withholding associated with the reported transaction.

When were the transaction and amendment dates on the PPIH Form 4/A?

The transaction date is 07/25/2025, the original Form 4 was filed 07/28/2025, and the amended Form 4/A is signed 08/27/2025.

What is the reporting person’s relationship to Perma-Pipe (PPIH)?

The filer is identified as a Former President & CEO and the form indicates he is also an officer in the relationship section.

How many shares does Mansfield own after the reported sale?

After the reported disposition, he beneficially owns 270,945 shares of common stock.