Perma-Pipe International Holdings, Inc. 8-K Filing

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• ppih20260330_8k.htm (8-K) — 36KB
• ex_938975.htm (EX-99.1) — 18KB
• logo.jpg (GRAPHIC) — 7KB
• 0001437749-26-011548.txt ( ) — 200KB
• ppih-20260406.xsd (EX-101.SCH) — 3KB
• ppih-20260406_def.xml (EX-101.DEF) — 11KB
• ppih-20260406_lab.xml (EX-101.LAB) — 15KB
• ppih-20260406_pre.xml (EX-101.PRE) — 11KB
• ppih20260330_8k_htm.xml (XML) — 3KB

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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 strategi

01

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.

Financial Statements and Exhibits

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

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

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