Perma Pipe SEC Filings

Perma-Pipe International Holdings, Inc. (PPIH) filed an 8-K covering its June 25, 2025 Annual Meeting and resulting board changes.

Item 5.02 – Director resignations: Directors David B. Brown and Robert J. McNally received only ~33% of votes cast (Brown: 1.57 m for / 3.16 m against; McNally: 1.55 m for / 3.18 m against). In line with the Company’s majority-vote by-law, both tendered resignations. The Nominating & Corporate Governance Committee must recommend, and the Board must disclose, its decision by July 25 2025.

Item 5.07 – Voting results:

• Director elections: All four nominees standing (Jon C. Biro, Ibrahim Al Kuwari, Brown, McNally) were technically elected, but Brown and McNally fell short of majority support.
• Say-on-pay: 4.29 m For / 0.24 m Against / 0.20 m Abstain – 94% approval.
• Say-on-pay frequency: 86% favored annual votes (3.93 m For 1-year).
• Auditor ratification: PwC re-appointed with >99% support (6.33 m For).

Item 8.01 – Other events: Jon C. Biro was immediately appointed Chairman of the Board, succeeding Jerome T. Walker. In a separate earlier disclosure, Director David J. Mansfield had resigned and did not stand for re-election, leaving the Board at four members pending action on the tendered resignations.

Investor takeaway: Strong shareholder backing on compensation and auditor matters contrasts with significant dissent toward two long-tenured directors, signaling governance pressure. The Board’s forthcoming decision on resignations by July 25 could alter its composition and signal responsiveness (or resistance) to shareholder sentiment.

Perma-Pipe International Holdings, Inc. (PPIH) – Form 4 insider transaction

Chief Financial Officer Matthew E. Lewicki reported the grant of 8,829 restricted common shares on 06/25/2025 under transaction code “A(1).” The award was received at a price of $0 and will vest one-third on each of the first three anniversaries of the grant date. After the grant, Lewicki’s direct beneficial ownership increased to 20,783 common shares. No derivative securities were involved, and no sales or disposals were reported.

The filing does not provide additional financial metrics or indicate material changes to the company’s capital structure. The transaction represents routine executive equity compensation designed to align management interests with shareholders.

Director Ibrahim Alkuwari of Perma-Pipe International Holdings (PPIH) reported acquiring 4,877 restricted shares of common stock on June 25, 2025. The shares were granted at $0 cost and are subject to a one-year vesting period from the grant date.

Key details of the transaction:

• Following the transaction, Alkuwari now beneficially owns 7,317 shares directly
• The shares were acquired as restricted stock that will vest on the first anniversary of the grant date
• The transaction was reported via Form 4 within the required reporting timeline
• The filing indicates Alkuwari serves as a Director but is not a 10% owner of the company

This equity grant appears to be part of the company's director compensation program, representing a standard practice of aligning director interests with shareholders through stock-based compensation.

Perma-Pipe International Holdings (PPIH) reported a Form 4 filing disclosing insider trading activity by President & CEO Saleh N. Sagr on June 25, 2025. The executive was granted 29,259 restricted shares of common stock at $0 per share as part of an equity compensation package.

Key details of the transaction:

• The restricted shares vest over a three-year period, with 1/3 vesting on each anniversary of the grant date
• Following the transaction, Sagr directly owns 51,061 shares of PPIH common stock
• The shares were acquired through an award (Transaction Code: A) rather than an open market purchase

This equity grant appears to be part of the company's executive compensation program, aligning the CEO's interests with shareholders through a long-term vesting schedule.

A Form 3 filing reveals that Sagr Saleh Nehad Saleh has been appointed as President & CEO of Perma-Pipe International Holdings (PPIH), effective June 24, 2025. This initial statement of beneficial ownership discloses the following key details:

• The executive directly owns 21,802 shares of common stock
• No derivative securities (options, warrants, etc.) are reported as beneficially owned
• The filing confirms their status as an officer, not a director or 10% owner
• The executive's business address is located in The Woodlands, Texas

This Form 3 filing, required by Section 16(a) of the Securities Exchange Act, establishes the baseline ownership position for the new executive officer. The filing was signed on June 27, 2025, within the required reporting timeframe following their appointment.

Form 4 Filing Details: Matthew Earl Lewicki, Chief Financial Officer of Perma-Pipe International Holdings (PPIH), reported a transaction dated June 24, 2025. The filing discloses a disposition of 333 shares of common stock at a price of $23.51 per share.

The transaction was coded as 'F', indicating shares were withheld by the issuer for tax withholding purposes related to the vesting of restricted stock. Following the transaction, Lewicki maintains direct beneficial ownership of 11,954 shares of common stock.

This routine transaction represents standard tax withholding practices for executive compensation and does not indicate a discretionary sale by the insider. The filing was signed by Lewicki on June 26, 2025, within the required reporting timeframe.