Perma Pipe SEC Filings

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.

Overview: Morgan Stanley Finance LLC ("MSFL") is marketing $1,000-denominated Buffered Jump Securities with an Auto-Callable feature that mature on August 5, 2030 and are fully and unconditionally guaranteed by Morgan Stanley. The notes are linked to the S&P U.S. Equity Momentum 40% VT 4% Decrement Index and do not pay periodic interest.

Auto-call mechanics: Beginning with the first determination date on August 3, 2026, the notes will be automatically redeemed if the Underlier closes at or above 90 % of its initial level. Early-redemption payments escalate from roughly $1,152.50 (≈ 15.25 % return) on the first call date to about $1,798.96 (≈ 79.9 % return) on the last call date prior to maturity. Once called, no further payments are made.

Principal repayment scenarios at maturity:

• If the notes have not been called and the Underlier is ≥ 90 % of its initial level, investors receive $1,762.50–$1,812.50 (≈ 76 %–81 % upside).
• If the Underlier is < 90 % but ≥ 80 % (the 20 % buffer), investors receive only the $1,000 principal.
• If the Underlier is < 80 %, repayment equals $1,000 × (final level / initial level + 0.20), subject to a minimum of 20 % of principal, exposing investors to up to 80 % loss.

Valuation & distribution: The estimated value on the July 31, 2025 pricing date is approximately $934.20—about 6.6 % below the $1,000 issue price—reflecting structuring and hedging costs. The notes will be sold only to fee-based advisory accounts; MS&Co. receives no traditional sales commission but may pay dealers a structuring fee up to $6.25 per note.

Key risks: (i) principal at risk and limited upside participation; (ii) unsecured creditor exposure to Morgan Stanley; (iii) no exchange listing; (iv) secondary market prices expected to be below issue price; (v) reinvestment risk if auto-called early.

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.

This Definitive Additional Material (DEFA14A) from Perma-Pipe International Holdings, Inc. (PPIH) updates the 2025 proxy statement ahead of the 25 June 2025 Annual Meeting. Director David J. Mansfield resigned from the Board on 23 June 2025 and withdrew his candidacy for re-election. The filing clarifies that:

• Mansfield’s resignation was not due to any disagreement with management or the Board.
• The Board has not yet decided whether to fill the vacancy, nominate a replacement, or reduce Board size.
• The existing proxy card remains valid; votes cast for Mansfield will be disregarded.
• No other agenda items or proposals in the original proxy statement are affected.

Shareholders who have already voted need take no action unless they wish to change their votes; those yet to vote should simply ignore Mansfield’s name on the card. All other four nominees continue to stand for election.