NPK International Inc.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On July 28, 2026, the Board of Directors (the “Board”) of NPK International Inc. (“the Company”) elected to increase the size of the Board from seven directors to eight directors effective July 28, 2026 and appointed Ms. Kristen J. Pederson to fill the resulting vacancy. Ms. Pederson, age 62, has more than 30 years of corporate strategy, financial and corporate governance experience. Ms. Pederson served as a partner at Ernst & Young LLP (“EY”) from November 2014 until her retirement in December 2024, most recently leading EY’s Center for Board Matters, the firm’s corporate governance and board advisory practice, and previously serving as the leader of EY’s Americas Strategy Consulting practice. Earlier in her career, Ms. Pederson served as a Vice President at International Business Machines Corporation, where she led global strategic and technology transformation practices, and as a partner at PricewaterhouseCoopers, where she led various strategy consulting practices. Ms. Pederson has served as a director of SOBR Safe, Inc. (Nasdaq: SOBR) since May 2025, where she serves as chair of the nominating and corporate governance committee, and as a director of Eagle Bancorp, Inc. (Nasdaq: EGBN) and its subsidiary, EagleBank, since September 2025, where she serves as a member of the governance and nominating committee and the compensation committee. Ms. Pederson also serves as chair of the audit committee of the NFL Alumni Association, as a member of the board of the Colorado chapter of the National Association of Corporate Directors (“NACD”), and as a member of the NASDAQ Governance Council. She is an NACD certified director. Ms. Pederson earned a Master of Business Administration from Harvard Business School and a Bachelor of Arts from the University of California, Los Angeles. Concurrently with her appointment to the Board, Ms. Pederson has been appointed to the Audit, Compensation and Nominating and Corporate Governance Committees of the Board. The Board has affirmatively determined that Ms. Pedersen is “independent” as that term is defined by The New York Stock Exchange listing standards and the standards set forth in the Company’s Corporate Governance Guidelines. Ms. Pederson does not have a material interest in any transaction that is required to be disclosed under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Ms. Pederson and any other person pursuant to which she was selected as a director. Ms. Pederson will receive a pro-rated annual cash retainer consistent with that provided to other non-employee directors and a pro-rated annual equity retainer in the form of restricted shares granted under the NPK International Inc. Amended and Restated 2014 Non-Employee Directors’ Restricted Stock Plan. In connection with her appointment as a member of the Board effective July 28, 2026, Ms. Pederson entered into an Indemnification Agreement with the Company in form substantially consistent with the Form of Indemnification Agreement, incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed on July 25, 2014. Such Indemnification Agreement requires the Company to indemnify the director to the fullest extent permitted by law against liability that may arise by reason of their service as a Board member, and to advance certain expenses incurred as a result of any proceeding as to which they could be indemnified. A copy of the press release announcing the appointment of Ms. Pederson to the Board is attached to this Current Report on Form 8-K as Exhibit 99.1 hereto.