[Form 4] Perma-Pipe International Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

LightPath Technologies, Inc. (NASDAQ: LPTH) filed an 8-K to disclose the results of its June 16, 2025 Special Meeting of Stockholders. Three proposals—each requiring a simple majority—were approved with comfortable margins, establishing shareholder support for recent strategic, financing, and compensation actions.

Proposal 1 authorizes, under Nasdaq Rule 5635, the potential issuance of more than 20% of outstanding Class A shares in connection with: (i) conversion of Series G Preferred Stock; (ii) exercise of related warrants; and (iii) consideration already paid for the February 18, 2025 acquisition of G5 Infrared, LLC. Votes: For 21,272,650; Against 1,015,537; Abstain 277,126.

Proposal 2 increases the share pool of the 2018 Stock Incentive Compensation Plan by 4 million Class A shares. Votes: For 26,846,741; Against 1,161,098; Abstain 613,081.

Proposal 3 adopts the 2025 Employee Stock Purchase Plan, facilitating regular share purchases by employees. Votes: For 27,432,805; Against 534,928; Abstain 653,187.

The meeting quorum consisted of 28,620,920 shares (≈58% of 48,954,542 shares outstanding). Passage of Proposal 1 clears the final shareholder hurdle for share conversions tied to the G5 Infrared acquisition and related financing instruments, while Proposals 2 and 3 expand equity-based employee incentives. Collectively, the approvals enable additional share issuance and could dilute existing holders, but they also support strategic integration, talent retention, and employee alignment.

Positive

• Shareholder authorization secures equity needed to complete the G5 Infrared acquisition and related financing, eliminating transactional uncertainty.
• Strong voting support (≥89% ‘for’) across all proposals indicates broad shareholder confidence in management strategy.
• Expanded stock incentive and new ESPP enhance talent retention and align employee interests with shareholders.

Negative

• Potential dilution above 20% from Series G conversion and warrant exercises may pressure EPS and share price in the short term.
• Additional 4 million shares added to the 2018 SICP plus ongoing ESPP issuances further increase dilution risk.

Insights

Financial Analyst

TL;DR: Shareholders ok dilution to fund G5 buyout, expand incentives; strategic positive but near-term dilution risk.

The decisive approval of Proposal 1 removes any uncertainty around issuing equity for the G5 Infrared acquisition and attached securities. Although conversion of Series G Preferred and warrant exercises will increase the public float beyond the 20% threshold, the deal closed in February and is presumably accretive to infrared optics capabilities—critical for LightPath’s growth in defense and industrial markets. Proposals 2 and 3 expand equity compensation and introduce an ESPP, improving retention for a high-skill workforce at minimal cash cost. However, these actions represent an additional 4 million new shares plus ongoing ESPP issuances, layering incremental dilution on top of the Series G conversion. Net impact: strategically constructive, financially neutral to slightly dilutive until earnings per share benefits from the acquisition materialize.

Corporate Governance Expert

TL;DR: Governance processes intact; wide voting margins signal shareholder alignment.

The company followed SEC and Nasdaq rules, obtained a solid quorum (~58%), and secured strong ‘for’ votes (89%-95%) across all items. The approvals demonstrate shareholder confidence in management’s strategic use of equity. Still, the board should communicate expected dilution timing and monitor ESPP share usage to avoid over-issuance. Overall governance impact is neutral; no red flags noted.

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
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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).

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^*

BIRO JON C

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2025

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	06/25/2025		A(1)		5,527	A	$0	7,249	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. Restricted shares that vest on the first anniversary of the grant date.

	/s/ Jon C Biro	06/30/2025
	** 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).
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FAQ

What was approved at LightPath Technologies' June 16 2025 Special Meeting?

Shareholders approved equity issuance for the G5 Infrared deal, a 4 million-share increase to the 2018 SICP, and adoption of the 2025 ESPP.

How many shares could LightPath (LPTH) issue under Proposal 1?

More than 20% of currently outstanding Class A shares may be issued upon conversion of Series G Preferred and warrant exercises.

What were the voting results for Proposal 2 to amend the 2018 SICP?

Votes: For 26,846,741; Against 1,161,098; Abstain 613,081.

Does the 2025 ESPP create additional dilution for LPTH investors?

Yes. Shares sold through the 2025 Employee Stock Purchase Plan will increase the public float over time.

Was there a quorum at the LightPath 2025 Special Meeting?

Yes. 28,620,920 shares (≈58% of outstanding) were present or represented, satisfying quorum requirements.