NPK International reports $6.11 million net income for Q3 2026

Cover page 3 changes

3 unchanged paragraphs

For the quarterly period ended June September 30, 2026

22 unchanged paragraphs

As of July October 28, 2026, a total of 84,909,894 83,923,121 shares of common stock, $0.01 par value per share, were outstanding.

2 unchanged paragraphs

FOR THE THREE AND SIX NINE MONTHS ENDED

1 unchanged paragraph

Financial statements 254 changes

2 unchanged paragraphs

Inventories 11,503 11,500

Total assets $ 449,730 $ 441,758

(In thousands, except share data) June September 30, 2026 December 31, 2025

Cash and cash equivalents $ 8,351 4,230 $ 5,140

Receivables, net of allowance of $ 545 543 and $ 330 , respectively

Inventories 16,417 11,500

Prepaid expenses and other current assets 4,866 6,947 5,046

Total current assets 84,996 93,329 81,492

Property, plant and equipment, net 250,037 257,058 233,048

Operating lease assets 10,018 11,573 11,195

Goodwill 75,971 75,914 76,341

Other intangible assets, net 18,647 17,525 21,297

Deferred tax assets 1,603 1,558 5,535

Other assets 8,458 8,682 12,850

Total assets $ 465,639 $ 441,758

1 unchanged paragraph

Accrued liabilities 24,125 29,647

Total liabilities 78,353 90,602

Current debt $ 5,183 5,067 $ 5,170

Accounts payable 23,370 23,353 22,327

Accrued liabilities 27,175 29,647

Total current liabilities 52,678 55,595 57,144

Long-term debt, less current portion 5,383 21,229 11,692

Noncurrent operating lease liabilities 8,630 9,778 9,877

Deferred tax liabilities 9,685 11,039 7,476

Other noncurrent liabilities 1,977 1,908 4,413

Total liabilities 99,549 90,602

2 unchanged paragraphs

Paid-in capital 487,744 489,664 489,632

Accumulated other comprehensive loss ( 2,723 2,716 ) ( 1,610 )

Retained earnings (deficit) ( 78,102 71,993 ) ( 100,527 )

Treasury stock, at cost ( 5,059,570 6,046,343 and 5,616,798 shares, respectively)

Total stockholders equity 371,377 366,090 351,156

Total liabilities and stockholders equity $ 449,730 465,639 $ 441,758

3 unchanged paragraphs

June 30, Six Months Ended

September 30, Nine Months Ended

1 unchanged paragraph

Revenues $ 81,585 $ 68,233 $ 156,655 $ 133,010

Cost of revenues 51,426 43,052 99,310 82,579

Selling, general and administrative expenses 14,160 13,657 27,351 25,403

Operating income from continuing operations 16,090 11,629 30,513 25,157

Interest (income) expense, net 347 1 670 ( 47 )

Income from continuing operations before income taxes 15,897 12,254 29,852 26,144

Provision for income taxes from continuing operations 3,908 3,470 7,505 6,985

Income from continuing operations 11,989 8,784 22,347 19,159

Income (loss) from discontinued operations, net of tax ( 22 ) ( 106 ) 78 ( 478 )

Net income $ 11,967 $ 8,678 $ 22,425 $ 18,681

Revenues $ 76,276 $ 68,838 $ 232,931 $ 201,848

Cost of revenues 52,371 46,870 151,681 129,449

Selling, general and administrative expenses 14,738 13,279 42,089 38,682

Other operating (income) loss, net ( 91 ) 8 ( 105 368 ) ( 519 511 ) ( 129 497 )

Operating income from continuing operations 9,159 9,057 39,672 34,214

Foreign currency exchange (gain) loss ( 154 ) ( 626 ) ( 9 ) 101 31 92 ( 940 909 )

Interest (income) expense, net 460 ( 47 ) 1,130 ( 94 )

Income from continuing operations before income taxes 8,598 9,073 38,450 35,217

Provision for income taxes from continuing operations 2,268 3,010 9,773 9,995

Income from continuing operations 6,330 6,063 28,677 25,222

Loss from discontinued operations ( 221 ) ( 409 ) ( 143 ) ( 887 )

Net income $ 6,109 $ 5,654 $ 28,534 $ 24,335

1 unchanged paragraph

Income from continuing operations $ 0.14 $ 0.10 $ 0.26 $ 0.22

Net income $ 0.14 $ 0.10 $ 0.27 $ 0.22

Income from continuing operations $ 0.07 $ 0.07 $ 0.34 $ 0.30

Income Loss from discontinued operations ( 0.01 )

Net income $ 0.07 $ 0.07 $ 0.34 $ 0.29

1 unchanged paragraph

Income from continuing operations $ 0.14 $ 0.10 $ 0.26 $ 0.22

Net income $ 0.14 $ 0.10 $ 0.26 $ 0.22

Income from continuing operations $ 0.07 $ 0.07 $ 0.33 $ 0.29

Income Loss from discontinued operations ( 0.01 )

Net income $ 0.07 $ 0.07 $ 0.33 $ 0.28

3 unchanged paragraphs

June 30, Six Months Ended

September 30, Nine Months Ended

1 unchanged paragraph

Net income $ 11,967 $ 8,678 $ 22,425 $ 18,681

Foreign currency translation adjustments 245 210 ( 1,113 ) 369

Comprehensive income $ 12,212 $ 8,888 $ 21,312 $ 19,050

Net income $ 6,109 $ 5,654 $ 28,534 $ 24,335

Foreign currency translation adjustments 7 ( 166 ) ( 1,106 ) 203

Comprehensive income $ 6,116 $ 5,488 $ 27,428 $ 24,538

4 unchanged paragraphs

Balance at March 31, 2026 $ 900 $ 489,996 $ ( 2,968 ) $ ( 90,069 ) $ ( 38,075 ) $ 359,784

Net income 11,967 11,967

Employee stock options, restricted stock and employee stock purchase plan ( 4,657 ) 1,633 ( 3,024 )

Stock-based compensation expense 2,405 2,405

Treasury shares purchased at cost

Treasury shares cancelled

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

3 unchanged paragraphs

2 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

5 unchanged paragraphs

7 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

3 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

3 unchanged paragraphs

1 unchanged paragraph

3 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

5 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

3 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

and 174 more changes in the filing

MD&A 114 changes

The following discussion of our financial condition, results of operations, liquidity, and capital resources should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included in this report as well as our Annual Report on Form 10-K for the year ended December 31, 2025. Our second third quarter represents the three-month period ended June September 30 and our first half nine months represents the six-month nine-month period ended June September 30. Unless otherwise noted, all currency amounts are stated in U.S. dollars. The reference to a Note herein refers to the accompanying Notes to Unaudited Condensed Consolidated Financial Statements contained in Item 1 Financial Statements.

NPK International Inc. ( NPK, the Company, we, our, or us ) is a worksite access solutions company that manufactures, sells, and rents recyclable composite matting products, along with a full suite of services, including planning, logistics, and site restoration. In For the first half nine months of 2026, 67% of our revenues were generated from the rental of our recyclable composite matting systems, along with related site construction and services to customers in various markets including power transmission, oil and natural gas exploration and production, pipeline, renewable energy, petrochemical, construction and other industries within the United States and United Kingdom. The remaining 33% of our first half nine months of 2026 revenues were generated from the sale of our manufactured recyclable composite mats to customers around the world, with power transmission being the primary end-market.

1 unchanged paragraph

Accelerate Organic Growth We seek to accelerate revenue growth primarily through the expansion of our rental business, which includes a combination of geographic expansion to new growth territories, primarily within the U.S., while also expanding customer market share within currently-served markets. As part of this effort, we have placed a particular emphasis on penetrating larger-scale, longer-term (six months or longer) projects, which we believe will help drive improvements in revenue stability and operational efficiency. Due in part to the success of our efforts, rental and service revenues increased $16 million, or 18%, year-over-year for the first half of 2026, including a 22% increase in rental revenues. We prioritize investment capital to support our organic growth objective, where over the past several years, we have seen the strong market adoption of our specialty rental products and differentiated service offering. During the first half of 2026, we made net investments of $24.3 million in the expansion of our composite rental fleet, expanding our owned composite mat rental fleet by 7%. Further, with our revenue growth and the favorable macro-environment, in March 2026, our Board of Directors approved management s plan to expand our composite mat production capacity by approximately 50% over current levels. We expect to invest $40 million to $45 million through the second quarter of 2027 to complete this expansion, of which $4.1 million was invested in the second quarter of 2026, with production expected to start up by mid-2027.

Due in part to the success of these efforts, our rental and service revenues have meaningfully increased in recent years. The following reflects our total rental and service revenues for the first nine months from 2024 to 2026, excluding the impact of the Grassform acquisition (in millions):

As illustrated above, organic growth efforts resulted in a year-over-year increase of rental and service revenues of $30 million (29%) for the first nine months of 2025 and $5 million (4%) for the first nine months of 2026. In the first nine months of 2025, the majority of the growth was driven by our success penetrating larger-scale, longer-term utility transmission projects within Texas, which contributed to exceptionally high rental fleet utilization levels. We also supplemented our rental fleet with cross-rented mats from third parties, in order to meet customer demand. During the first nine months of 2026, the revenue growth rate declined relative to the prior year, reflecting a reduction in rental volume following the completion of multiple large-scale projects completed in the second quarter, along with the impact of exceptionally dry weather in Texas, which negatively impacted matting demand during the third quarter of 2026. Following the impacts of these items, rental volume and fleet utilization have meaningfully improved in the early fourth quarter of 2026, relative to the third quarter of 2026.

To support our organic growth objective, we prioritize investments to expand our rental mat fleet, where over the past several years, we have seen the strong market adoption. During the first nine months of 2026, we made net investments of $27.0 million in the expansion of our rental fleet, expanding the rental fleet by approximately 10%. Further, with our revenue growth and the favorable macro-environment, in March 2026, our Board of Directors approved management s plan to expand our composite mat production capacity by approximately 50% over current levels. We expect to invest $40 million to $45 million through the second quarter of 2027 to complete this expansion, of which $10.5 million was invested in the first nine months of 2026, with production expected to start up by mid-2027.

Pursue Inorganic Growth We seek to accelerate our growth and enhance shareholder value through strategically-aligned inorganic actions, leveraging our scale to increase our value and relevance to customers, and we continually evaluate inorganic opportunities that align with our objectives. In November 2025, we completed the acquisition of Grassform Plant Hire Limited ( Grassform ), a U.K. market leader in ground protection and temporary roadway solutions and services with a fleet of over 20,000 composite mats. Our U.K. operations generated $19.2 $28.5 million of revenues during the first half nine months of 2026, a $10.2 $16.1 million increase over the first half nine months of 2025, with the substantial majority of the increase driven by the Grassform acquisition.

Drive Operational Efficiency We are focused on efficiency improvements and operating cost optimization across every aspect of our business. Throughout 2025 and 2026, we continued to evaluate and execute actions intended to streamline the organization and our cost structure, driving improvements in profitability. SG&A as a percentage of revenues was 17.5% 18.1% for the first half nine months of 2026 compared to 19.1% 19.2% for the first half nine months of 2025. SG&A for the first nine months of 2026 includes approximately $1.2 million in severance and related costs associated with the third quarter 2026 executive leadership transition, a $0.9 million charge reflecting the acceleration of compensation expense for awards for retirement eligible executive officers and other employees, as well as $0.8 million in strategic planning, diligence, and acquisition-related costs.

Enhance Return on Capital We are committed to maintaining a strong balance sheet, prioritizing organic investment to expand our rental business while evaluating accretive inorganic growth opportunities to accelerate growth and returning excess cash generation via programmatic share repurchases. During the first half nine months of 2026, we utilized $2.7 $16.1 million to repurchase 0.2 1.2 million shares under our share repurchase program.

Second Third Quarter of 2026 Compared to Second Third Quarter of 2025

1 unchanged paragraph

Summarized results of operations for the second third quarter of 2026 compared to the second third quarter of 2025 are as follows:

Second Third Quarter 2026 vs 2025

1 unchanged paragraph

Revenues $ 81,585 $ 68,233 $ 13,352 20 %

Cost of revenues 51,426 43,052 8,374 19 %

Operating income from continuing operations 16,090 11,629 4,461 38 %

Interest (income) expense, net 347 1 346 NM

Income from continuing operations 11,989 8,784 3,205 NM

Net income $ 11,967 $ 8,678 $ 3,289 NM

Revenues $ 76,276 $ 68,838 $ 7,438 11 %

Cost of revenues 52,371 46,870 5,501 12 %

Selling, general and administrative expenses 14,160 13,657 503 4 14,738 13,279 1,459 11 %

Other operating (income) loss, net (91) (105) 14 8 (368) 376 NM

Operating income from continuing operations 9,159 9,057 102 1 %

Foreign currency exchange (gain) loss (154) (626) 472 101 31 70 NM

Interest (income) expense, net 460 (47) 507 NM

Income from continuing operations before income taxes 15,897 12,254 3,643 30 8,598 9,073 (475) (5) %

Provision for income taxes from continuing operations 3,908 3,470 438 13 2,268 3,010 (742) (25) %

Income from continuing operations 6,330 6,063 267 4 %

Income Loss from discontinued operations, net of tax (22) (106) 84 NM (221) (409) 188 46 %

Net income $ 6,109 $ 5,654 $ 455 8 %

1 unchanged paragraph

Second Third Quarter 2026 vs 2025

1 unchanged paragraph

Rental and service revenues $ 53,552 $ 46,312 $ 7,240 16 %

Product sales revenues 28,033 21,921 6,112 28 %

Total revenues $ 81,585 $ 68,233 $ 13,352 20 %

Total gross profit margin 37.0 % 36.9 % 10 bps

Cost of revenues increased 19% to $51.4 million for the second quarter of 2026 (37.0% gross profit margin), compared to $43.1 million for the second quarter of 2025 (36.9% gross profit margin), primarily driven by the 20% increase in revenues described above. Gross profit margin was substantially in line with the prior year, and reflects the effect of improved rental pricing and manufacturing cost leverage for product sales, substantially offset by lower rental fleet utilization attributable to the timing of large-scale projects, and $0.2 million of expenses associated with our manufacturing expansion effort.

Rental and service revenues $ 49,564 $ 44,279 $ 5,285 12 %

Product sales revenues 26,712 24,559 2,153 9 %

Total revenues $ 76,276 $ 68,838 $ 7,438 11 %

Second Third Quarter Change

Total gross profit margin 31.3 % 31.9 % (60) bps

Revenues increased 20% 11% to $81.6 $76.3 million for the second third quarter of 2026, compared to $68.2 $68.8 million for the second third quarter of 2025, including a 16% 12% increase in rental and service revenues and a 28% 9% increase in product sales revenues. Rental revenues increased $5.6 $2.2 million (18%), primarily due to higher pricing along with (8%), including the contribution from the Grassform acquisition ($3 million). Within the base business (excluding acquisition impact), rental volume declined ($3 million) due to the impact of exceptionally dry weather in Texas, which negatively impacted matting demand. This was partially offset by higher pricing ($2 million). Service revenues increased $1.7 $3.0 million (12%), (21%), primarily attributable to the timing of rental project demobilization activities as well as the contribution from the Grassform acquisition ($1 million). Product sales revenues increased $6.1 $2.2 million (28%), (9%), reflecting continued strength in customer adoption of manufactured composite matting products relative to timber-based products that represent the primary solution used for worksite access in the market. During the second quarter of 2026, approximately 75% of our product sales revenues were derived from utility companies.

Cost of revenues increased 12% to $52.4 million for the third quarter of 2026 (31.3% gross profit margin), compared to $46.9 million for the third quarter of 2025 (31.9% gross profit margin), primarily driven by the 11% increase in revenues described above. Gross profit for rental and service activities remained in line with prior year, reflecting the higher revenues largely offset by increased costs associated with the expanding rental fleet and the impact of the Grassform acquisition. Gross profit for product sales increased $2 million, reflecting higher sales volume along with manufacturing cost leverage.

1 unchanged paragraph

Selling, general and administrative expenses increased to $14.2 million for the second quarter of 2026, which includes $0.6 million attributable to the Grassform acquisition, compared to $13.7 million for the second quarter of 2025. Selling, general and administrative expenses as a percentage of revenues was 17.4% for the second quarter of 2026 compared to 20.0% for the second quarter of 2025. In May 2026, the Compensation Committee modified the retirement eligibility terms applicable to our outstanding long-term incentive awards, including unvested grants from 2024 and 2025, and SG&A for the second quarter of 2026 includes a $0.9 million charge reflecting the acceleration of compensation expense for such awards for retirement eligible executive officers and other employees. The second quarter of 2025 included a $1.2 million charge related to performance-based awards measured on the Company s total shareholder return ( TSR ) as compared to the TSR of a designated peer group, as well as $0.3 million of severance costs.

Selling, general and administrative expenses increased to $14.7 million for the third quarter of 2026, which includes $0.7 million attributable to the Grassform acquisition, compared to $13.3 million for the third quarter of 2025. Selling, general and administrative expenses as a percentage of revenues was 19.3% for the third quarter of 2026 and the third quarter of 2025. SG&A for the third quarter of 2026 includes approximately $1.2 million in severance and related costs associated with the third quarter executive leadership transition as well as $0.7 million in strategic planning, diligence, and acquisition-related costs. The third quarter of 2025 included $0.5 million in elevated costs related to performance-based incentives, along with $0.5 million in costs associated with strategic planning projects and our ERP implementation.

3 unchanged paragraphs

Foreign currency exchange for the second third quarter of 2026 and 2025 reflects the impact of currency translation on assets and liabilities (including intercompany balances) that are denominated in currencies other than functional currencies, principally related to our U.K. operations.

1 unchanged paragraph

Interest expense, net was minimal for both the second quarter of 2026 and 2025, reflecting limited outstanding debt.

Interest expense, net increased $0.5 million from the third quarter of 2025, reflecting the decrease in cash on-hand and the increase in average debt outstanding, primarily driven by the Grassform acquisition, elevated capital expenditures, including our manufacturing expansion, and share repurchases.

1 unchanged paragraph

The provision for income taxes from continuing operations was $3.9 $2.3 million for the second third quarter of 2026, reflecting an effective tax rate of 25%, 26%, compared to income taxes of $3.5 $3.0 million for the second third quarter of 2025, reflecting an effective tax rate of 28%. 33%.

Income Loss from discontinued operations, net of tax

1 unchanged paragraph

First Half Nine Months of 2026 Compared to First Half Nine Months of 2025

1 unchanged paragraph

First Half 2026 vs 2025

Summarized results of operations for the first half nine months of 2026 compared to the first half nine months of 2025 are as follows:

First Nine Months 2026 vs 2025

1 unchanged paragraph

Revenues $ 156,655 $ 133,010 $ 23,645 18 %

Cost of revenues 99,310 82,579 16,731 20 %

Selling, general and administrative expenses 27,351 25,403 1,948 8 %

Operating income from continuing operations 30,513 25,157 5,356 21 %

Interest (income) expense, net 670 (47) 717 NM

Income from continuing operations 22,347 19,159 3,188 NM

Income (loss) from discontinued operations, net of tax 78 (478) 556 NM

Net income $ 22,425 $ 18,681 $ 3,744 NM

Revenues $ 232,931 $ 201,848 $ 31,083 15 %

Cost of revenues 151,681 129,449 22,232 17 %

Selling, general and administrative expenses 42,089 38,682 3,407 9 %

Other operating (income) loss, net (519) (129) (390) NM (511) (497) (14) 3 %

Operating income from continuing operations 39,672 34,214 5,458 16 %

Foreign currency exchange (gain) loss (9) (940) 931 92 (909) 1,001 NM

Interest (income) expense, net 1,130 (94) 1,224 NM

Income from continuing operations before income taxes 29,852 26,144 3,708 14 38,450 35,217 3,233 9 %

Provision for income taxes from continuing operations 7,505 6,985 520 7 9,773 9,995 (222) (2) %

Income from continuing operations 28,677 25,222 3,455 14 %

Loss from discontinued operations (143) (887) 744 84 %

Net income $ 28,534 $ 24,335 $ 4,199 17 %

1 unchanged paragraph

First Half 2026 vs 2025

First Nine Months 2026 vs 2025

1 unchanged paragraph

Rental and service revenues 105,505 $ 89,705 $ 15,800 18 %

Product sales revenues 51,150 43,305 7,845 18 %

Total revenues $ 156,655 $ 133,010 $ 23,645 18 %

Total gross profit margin 36.6 % 37.9 % (130) bps

1 unchanged paragraph

3 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

3 unchanged paragraphs

and 34 more changes in the filing

Market risk 2 changes

1 unchanged paragraph

We are primarily exposed to interest rate risk through our Credit Facility, which is subject to variable interest rates as determined by the debt agreement. At June As of September 30, 2026, we had no borrowings $15.9 million outstanding under our Credit Facility and the weighted average interest rate was 6.5%. Based on the balance of variable rate debt at September 30, 2026, a 100 basis-point increase in short-term interest rates would have increased annual pre-tax interest expense by $0.2 million.

1 unchanged paragraph

Our principal foreign operations are currently conducted in the U.K., which contributed approximately 12% 12.2% of our consolidated revenues for the first half nine months of 2026. We have foreign currency exchange risks associated with these operations, which are conducted principally in British pounds. Historically, we have not used off-balance sheet financial hedging instruments to manage foreign currency risks when we enter into a transaction denominated in a currency other than our local currencies.

Controls and procedures 2 changes

1 unchanged paragraph

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the Exchange Act )) as of the end of the period covered by this quarterly report in accordance with Rules 13a-15 and 15d-15 under the Exchange Act. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June September 30, 2026, the end of the period covered by this quarterly report.

1 unchanged paragraph

There were no changes in internal control over financial reporting during the quarter ended June September 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Risk factors 8 changes

There have been no material changes during the period ended June September 30, 2026 to our Risk Factors as discussed in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds a) Not applicable b) Not applicable c) The following table details our repurchases of shares of our common stock for the three months ended June September 30, 2026:

1 unchanged paragraph

June 2026 223,731 $ 14.32 $ 89.0

August 2026 715,698 $ 13.56 715,698 $ 79.3

September 2026 288,590 $ 12.96 284,302 $ 75.6

Total 1,004,288 1,000,000

2 unchanged paragraphs

There were no 1.0 million shares of common stock repurchased under the repurchase program during the three months ended June September 30, 2026. As of June September 30, 2026, we had $89.0 $75.6 million remaining under the program.

In addition, during the three months ended June September 30, 2026, we purchased an aggregate of 223,731 4,288 shares surrendered in lieu of taxes under vesting of restricted shares. These shares were not acquired pursuant to our securities repurchase program described above. All of the shares purchased are held as treasury stock.

Other information 3 changes

1 unchanged paragraph

On May 27, 2026 , Rose Robeson , a member of the Company s board of directors , adopted a Rule 10b5-1 trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended (a 10b5-1 Plan ). Ms. Robeson s 10b5-1 Plan provides for the aggregate sale of up to 30,000 shares of the Company s common stock, commencing on August 27, 2026, and will be effective until May 27, 2027 .

During the quarter ended June September 30, 2026, no director or officer of the Company adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K, except as follows:

On August 6, 2026 , Lori Briggs , the Company s former Executive Vice President, Business Operations , adopted a written trading arrangement for the sale of shares intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). In connection with her departure from the Company, Ms. Briggs terminated the 10b5-1 trading arrangement on September 14, 2026 . This trading arrangement was subject to a 90-day cooling off period before any trades could be conducted thereunder, would have expired on June 30, 2027 and provided for the sale of an undetermined number of shares of our common stock. No sales occurred under the plan.

Exhibits 12 changes

1 unchanged paragraph

*10.1 Form of Restricted Stock Unit Agreement under the Second Amended and Restated NPK International Inc. 2015 Employee Equity Incentive Plan

*10.2 F orm of Performance Share Unit Agreement under the Second Amended and Restated NPK International Inc. 2015 Employee Equity Incentive Plan

*10.3 Form of Non-Employee Director Restricted Stock Agreement under the NPK International Inc. Amended and Restated 2014 Non-Employee Directors Restricted Stock Plan

*10.4 Omnibus Amendment to Outstanding Restricted Stock Unit, Performance Share Unit and Performance-Based Cash Agreements under the Second Amended and Restated NPK International Inc. 2015 Employee Equity Incentive Plan

*19.1 Insider Trading Policy

11 unchanged paragraphs

Management compensation plan or agreement.

2 unchanged paragraphs

Date: October 30, 2026

6 unchanged paragraphs

(Principal Financial and Accounting Officer)

(Principal Financial Officer)

By: /s/ Matthew J. Warren

Vice President, Chief Accounting Officer

(Principal Accounting Officer)