Perma-Pipe International Holdings, Inc. 10-Q

Item 5. Other Information During the three months ended July 31, 2025 , none of the Company's directors or executive officers adopted or terminated any contract, instruction, or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5 - 1 (c) or any "non-Rule 10b5 - 1 trading arrangement" (as those terms are defined in Regulation S-K, Item 408 ). The Company entered into an Executive Employment Agreement with Mr. Saleh Sagr, effective as of September 9, 2025 ( the "Employment Agreement"). Pursuant to the Employment Agreement, Mr. Sagr will receive an initial annual base salary of $450,000 and a short-term annual incentive bonus opportunity with a target incentive equal to 100% of his base salary. In addition, Mr. Sagr will also be eligible to receive a long-term incentive, consisting of a cash performance award and restricted stock grants with a total annual target award equal to 100% of his base salary, with pro-rata vesting of restricted stock grants over a three -year period. The Employment Agreement is for an initial term of three years, with automatic annual renewal periods for up to two successive one -year terms. The Employment Agreement, which is filed as Exhibit 10.1 hereto, is incorporated herein by reference. The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1. Item 6. Exhibits 3.1 Certificate of Incorporation of Perma-Pipe International Holdings, Inc. [Incorporated by reference to Exhibit 3.3 to Registration Statement No. 33-70298] 3.2 Certificate of Amendment to Certificate of Incorporation of Perma-Pipe International Holdings, Inc. [Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on March 20, 2017] 3.3 Seventh Amended and Restated By-Laws of Perma-Pipe International Holdings, Inc. [Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on April 4, 2025] 10.1* Executive Employment Agreement by and between Perma-Pipe International Holdings, In. and Saleh Sagr, dated September 9, 2025 31.1 Rule 13a - 14(a)/15d - 14(a) Certifications (1) Chief Executive Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Rule 13a - 14(a)/15d - 14(a) Certifications (2) Chief Financial Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32 Section 1350 Certifications (Chief Executive Officer and Chief Financial Officer certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002) 101.INS Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) 101.SCH Inline XBRL Taxonomy Extension Schema 101.CAL Inline XBRL Taxonomy Extension Calculation 101.DEF Inline XBRL Taxonomy Extension Definition 101.LAB Inline XBRL Taxonomy Extension Labels 101.PRE Inline XBRL Taxonomy Extension Presentation 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) *Management contracts and compensatory plans or agreements 30 Table of Contents 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 thereunto duly authorized. Perma-Pipe International Holdings, Inc. Date: September 15, 2025 By: /s/ Saleh N. Sagr Saleh N. Sagr President and Chief Executive Officer (Principal Executive Officer) Date: September 15, 2025 By: /s/ Matthew E. Lewicki Matthew E. Lewicki Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 31