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): ~~August~~October 1930, 2025

NPK International Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-02960	72-1123385
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


9320 Lakeside Boulevard,	Suite 100
The Woodlands,	Texas	77381
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (281) 362-6800


Not Applicable

(Former name or former address, if changed since last report.)

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 240.13a-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, $0.01 par value	NPKI	New York Stock Exchange

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 52.02 ~~Departure~~ Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

~~Donald~~On ~~Young~~October ~~notified~~30, 2025, NPK International Inc. (~~“NPK”~~the or “Company”) ~~that,~~issued ~~effective~~a ~~August~~press ~~19,~~release ~~2025,~~announcing hefinancial isinformation ~~resigning~~for ~~from~~ the ~~Company’s~~three ~~Board~~and ofnine ~~Directors~~months ~~(the~~ended ~~“Board”)~~September to30, ~~devote more time to his rapidly expanding personal businesses~~2025. ~~Rose~~The ~~Robeson,~~press ~~Chairman~~release ofis ~~the~~attached ~~Board, said, “On behalf of the Board of Directors of NPK, I want~~ to ~~thank~~this ~~Donnie~~Current ~~for~~Report ~~his~~on ~~many~~Form ~~contributions~~8-K ~~and guidance during his service~~ as aExhibit ~~member of the Board since 2022~~99.”1 ~~Matthew Lanigan, Chief Executive Officer of NPK, said, “Donnie's broad commercial background~~ and ~~strategic~~is ~~input~~incorporated ~~have~~herein ~~been~~by ~~instrumental in implementing our multi-year business simplification plan that positions NPK as a pure-play worksite access and specialty rental solutions business~~reference.”

MrThe information in Item 2.02 ~~Young~~of ~~served~~this asCurrent Report on Form 8-K and the ~~Chairman~~information ofin the ~~Board’s~~exhibit ~~Compensation~~attached ~~Committee~~hereto ~~and~~shall ~~was~~not abe ~~member~~deemed “filed” for purposes of Section 18 of the ~~Board’s~~Securities ~~Audit~~Exchange ~~and~~Act ~~Environmental~~of 1934, ~~Social~~as ~~and~~amended ~~Governance~~(the ~~Committees.~~“Exchange ~~Mr.~~Act”), ~~Young’s~~or ~~resignation~~otherwise ~~from~~subject to the ~~Board~~liabilities isof ~~not~~that ~~the~~section, ~~result~~nor ofshall ~~any~~it ~~disagreement~~be ~~with~~deemed ~~the~~incorporated ~~Company~~by onreference in any ~~matters~~filing ~~relating~~under to the ~~Company’s~~Securities ~~operations~~Act of 1933, ~~policies~~as amended, or ~~practices~~the Exchange Act except as expressly set forth by specific reference in such filing.

~~Item~~Use ~~8.01 Other~~of ~~Events.~~Non-GAAP Financial Information

~~With~~To help understand the ~~resignation~~Company’s offinancial Mrperformance, the Company has supplemented its financial results that it provides in accordance with generally accepted accounting principles (“GAAP”) with non-GAAP financial measures. ~~Young~~Such ~~from~~financial ~~the~~measures ~~Board~~include asAdjusted ofIncome ~~August~~(Loss) ~~19,~~from ~~2025~~Continuing Operations, ~~the~~Adjusted ~~Board~~Income ~~determined~~(Loss) onfrom ~~August~~Continuing 19Operations Per Common Share, ~~2025~~earnings ~~that~~before ~~the~~interest, ~~size~~taxes, ofdepreciation ~~the~~and ~~Board~~amortization ~~will~~(“EBITDA”) befrom ~~reduced~~Continuing ~~immediately~~Operations, Adjusted EBITDA from ~~eight~~Continuing ~~directors~~Operations, toAdjusted ~~seven~~EBITDA ~~directors.~~Margin from Continuing Operations, and Free Cash Flow.

We believe these non-GAAP financial measures are frequently used by investors, securities analysts and other parties in the evaluation of our performance and liquidity with that of other companies in our industry. Management uses these measures to evaluate our operating performance, liquidity and capital structure. In addition, our incentive compensation plan measures performance based on our consolidated EBITDA, along with other factors. The methods we use to produce these non-GAAP financial measures may differ from methods used by other companies. These measures should be considered in addition to, not as a substitute for, financial measures prepared in accordance with GAAP. Applicable reconciliations to the nearest GAAP financial measure of each non-GAAP financial measure are included in the attached Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1						Press release issued by NPK International Inc. on October 30, 2025
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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.

		NPK International Inc.
		(Registrant)
Date:	~~August~~October 2030, 2025	By:	/s/ MGregg S. ~~Celeste Frugé~~Piontek
			M. Celeste Frugé
			Gregg S. Piontek
			VP, General Counsel, Chief Compliance Officer & Corporate Secretary
			Senior Vice President and Chief Financial Officer
			(Principal Financial Officer)

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