ppih20250609

ppih20250609_8k.htm

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): June 7, 2025

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.)

24900 Pitkin Road, Suite 309, Spring, Texas 77386

(Address of principal executive offices, including zip code)

(847) 966-1000

(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 Arrangement of Certain Officers.

Perma-Pipe International Holdings, Inc. (the "Company") announced that effective June 7, 2025, Mr. David Mansfield, age 65, has departed and is no longer serving as the Chief Executive Officer.

On June 12, 2025, the Company appointed Saleh Sagr, age 55, who previously served as the Company's President, to the position of President and Chief Executive Officer, effectively immediately.

Mr. Sagr has served as the Company’s President since April 2025. Prior to Mr. Sagr's appointment as President, he served as the Senior Vice President of the Middle East North Africa ("MENA") region from June 2021 to March 2025, where he was responsible for overseeing operations in the U.A.E., Saudi Arabia, India, Qatar, and Egypt. He joined the Company in May 2019 as Vice President of the MENA region. Prior thereto, Mr. Sagr served as General Manager for Global Anti-Corrosion Techniques Co. Ltd, in Saudi Arabia, a Saudi pipeline company he co-founded in 2005. From 1995 to 2005, Mr. Sagr held various positions at BrederoShaw, such as engineering, startups, and operations management.

Item 7.01

Regulation FD Disclosure.

On June 12, 2025, 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 June12, 2025

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: June 12, 2025	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

[email protected]

Perma-Pipe International Holdings, Inc. Announces the Departure of David Mansfield and the Appointment of Saleh Sagr as President and Chief Executive Officer

SPRING, TX, June 12, 2025 – Perma-Pipe International Holdings, Inc. (Nasdaq: PPIH, or "Perma-Pipe"), today announced the departure of David Mansfield as Chief Executive Officer ("CEO"), effective June 7, 2025. Concurrent with this announcement, the Board of Directors (the "Board") has appointed Saleh Sagr to serve as President and Chief Executive Officer.

Chairman of the Board Jerome T. Walker commented: "On behalf of the Board of Directors, I want to thank David for his service to Perma-Pipe, and we wish him all the best. The Board is thrilled to welcome Saleh Sagr as our new CEO. He has a proven track record of strategic vision, operational insight, outstanding customer relationships, and strong leadership and we are confident that he will lead Perma-Pipe through continued growth and innovation."

On his appointment, Mr. Sagr commented: "I am honored to be appointed CEO of Perma-Pipe, and I'm grateful to the Board for their trust and confidence in me. Additionally, I would like to thank David Mansfield for his support and trust. I look forward to collaborating closely with our talented global teams, customers, and partners to continue delivering value, innovation, and excellence across all markets we serve."

Mr. Sagr joined Perma-Pipe in 2019 and has held several executive roles, most recently as President. Saleh brings over 30 years of international experience in operations, engineering, and executive leadership across the energy and infrastructure sectors.

Perma-Pipe International Holdings, Inc.

Perma-Pipe International Holdings, Inc. (Nasdaq: PPIH, “Perma-Pipe”, or the “Company”) 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 fourteen locations in six 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) fluctuations in the price of oil and natural gas and its impact on customer order volume for the Company's products; (ii) the Company’s ability to purchase raw materials at favorable prices and to maintain beneficial relationships with its suppliers; (iii) 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; (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 sustained profitability and positive cash flows; (vi) the Company's ability to collect a long-term account receivable related to a project in the Middle East; (vii) the Company’s ability to interpret changes in tax regulations and legislation; (viii) the Company's ability to use its net operating loss carryforwards; (ix) reversals of previously recorded revenue and profits resulting from inaccurate estimates made in connection with the Company’s "over-time" revenue recognition; (x) the Company’s failure to establish and maintain effective internal control over financial reporting; (xi) the timing of order receipt, execution, delivery and acceptance for the Company’s products; (xii) the Company’s ability to successfully negotiate progress-billing arrangements for its large contracts; (xiii) aggressive pricing by existing competitors and the entrance of new competitors in the markets in which the Company operates; (xiv) the Company’s ability to manufacture products free of latent defects and to recover from suppliers who may provide defective materials to the Company; (xv) reductions or cancellations of orders included in the Company’s backlog; (xvi) risks and uncertainties specific 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 impact of pandemics and other public health crises on the Company and its operations; and (xx) 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

[email protected]

847.929.1200

Source: Perma-Pipe International Holdings, Inc.