nr-20260409

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) of THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

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Filed by a Party other than the Registrant [ ]

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NPK International Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

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NOTICE OF ANNUAL MEETING AND PROXY STATEMENT

NPK International Inc.

2026 Annual Meeting of Stockholders

May 20, 2026

April 9, 2026

Dear Fellow Stockholder:

On behalf of the Board of Directors, you are cordially invited to attend the 2026 Annual Meeting of Stockholders of NPK International Inc. (the “Company”), which will be held on Wednesday, May 20, 2026, at 9:00 a.m., Central Daylight Time, at the NPK Headquarters, located at 9320 Lakeside Boulevard, Suite 100, The Woodlands, TX 77381 (the “Annual Meeting”). In the following pages, you will find the Notice of Annual Meeting of Stockholders as well as a Proxy Statement describing the business to be conducted at the meeting.

Whether or not you plan to attend the Annual Meeting in person, it is important that you study carefully the information provided in the accompanying Proxy Statement and vote. Please promptly vote your shares by telephone, by the Internet or, if the Proxy Statement was mailed to you, by marking, signing, dating and returning the proxy card in the prepaid envelope so that your shares can be voted in accordance with your wishes.

Thank you for your continued support.

Sincerely,

Matthew S. Lanigan

President and Chief Executive Officer

TABLE OF CONTENTS


NOTICE OF 202 6 ANNUAL MEETING OF STOCKHOLDERS

PROXY SUMMARY

GENERAL INFORMATION			1

CORPORATE GOVERNANCE			3
Corporate Governance Guidelines			6
Director Stock Ownership Guidelines			7
Related Person Transactions			7
Code of Ethics			8
Hedging and Pledging Policy			8
Board Committees			8

EXECUTIVE OFFICERS			11

OWNERSHIP OF COMMON STOCK			12
Certain Beneficial Owners			12
Ownership of Directors and Executive Officers			12

COMPENSATION DISCUSSION AND ANALYSIS			14
Our Executive Compensation Program			14
Stockholder Engagement			15
Pay Mix and Pay Elements			16
Our Compensation Process			17
Our Direct Compensation Elements			19
Other Indirect Compensation Elements			26
Employment Agreements, Severance and Change-in-Control Severance Benefits			26
Compensation Committee Report			30

EXECUTIVE COMPENSATION			31
Summary Compensation Table			31
Grants of Plan-Based Awards			32
Outstanding Equity Awards at Fiscal Year End			34
Option Exercises and Stock Vested			35
Potential Payments upon Termination			35

CEO PAY RATIO			38

PAY VERSUS PERFORMANCE			40

EQUITY COMPENSATION PLAN INFORMATION			45

DIRECTOR COMPENSATION			46


PROPOSAL NO. 1 - ELECTION OF DIRECTORS			47

PROPOSAL NO. 2 - ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION			54

PROPOSAL NO. 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			55

STOCKHOLDER PROPOSALS			58

OTHER MATTERS			58

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS


Date:	MAY 20, 2026	Only stockholders of record at the close of business on the Record Date will be entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof. A list of stockholders entitled to vote at the Annual Meeting will be available for 10 days prior to the Annual Meeting during ordinary business hours at the Company’s headquarters, located at 9320 Lakeside Boulevard, Suite 100, The Woodlands, Texas 77381.
Time:	9:00 a.m. Central Daylight Time
Place:	9320 Lakeside Boulevard Suite 100 The Woodlands, TX 77381
Record Date:	March 23, 2026


MEETING AGENDA
(1)			The election of seven director nominees named in this Proxy Statement to our Board of Directors;
(2)			A non-binding advisory vote to approve our named executive officer compensation; and
(3)			The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year 2026.

Our stockholders may also transact such other business at the Annual Meeting as may properly come before the meeting and any adjournments or postponements thereof. Our stockholders are cordially invited to attend the Annual Meeting in person. Whether or not you expect to attend the Annual Meeting, please promptly vote your shares. The giving of your proxy will not affect your right to vote in person should you later decide to attend the Annual Meeting. If your shares are held in the name of a bank, broker or other holder of record, you will receive instructions from the holder of record for you to follow in order to vote your shares.

Under the rules of the U.S. Securities and Exchange Commission, we have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice Regarding the Availability of Proxy Materials (the “Notice”) to our stockholders as of the close of business on the Record Date. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or to request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. The Notice also instructs you on how you may submit your proxy over the Internet or by mail. If you receive the Notice, you will not receive a printed copy of the proxy materials unless you request one in the manner set forth in the Notice or as otherwise described in this Proxy Statement.


How to Vote: Please vote by using one of the following voting methods. Please have your proxy materials in hand when voting by any one of these methods. You may need your control number in order to vote by one of the advance methods.
)	:	*	@
By Phone 1 (800) 690-6903	By Internet www.proxyvote.com	By Mail Mark, sign and date your proxy card and return it in the postage-paid envelope.	In Person Attend the Annual Meeting and vote by ballot.


Dated:			April 9, 2026
BY ORDER OF OUR BOARD OF DIRECTORS

M. Celeste Frugé
Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary

PROXY SUMMARY

This summary highlights selected information found elsewhere in this Proxy Statement, which we expect to send or make available to stockholders on or about April 9, 2026. This summary does not contain all of the information that you should consider before voting and therefore we urge you to review the complete Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, prior to voting.

ANNUAL MEETING OF STOCKHOLDERS


Time and Date						9:00 a.m., Central Daylight Time, on May 20, 2026
Place						NPK Headquarters 9320 Lakeside Boulevard Suite 100 The Woodlands, TX 77381
Record Date						March 23, 2026
Voting						Stockholders of record at the close of business on the Record Date are entitled to receive notice of and may vote in person at the Annual Meeting or by proxy. Each share of our common stock entitles the holder to one vote on each matter submitted to a vote of stockholders. If you do not wish to vote in person or if you will not be attending the Annual Meeting, you may vote by proxy. You may vote by Internet or by following the instructions in the Notice Regarding the Availability of Proxy Materials or, if you requested printed copies of the proxy materials, you can vote by Internet, by telephone or by delivering your proxy through the mail. We recommend that you vote by proxy even if you plan to attend the Annual Meeting. If your shares are held in the name of a bank, broker or other holder of record, you will receive instructions from the holder of record for you to follow in order to vote your shares.
Common shares outstanding as of the Record Date						84,414,347

ANNUAL MEETING PROPOSALS


Voting Item	Board Vote Recommendation	Page
1. Election of seven director nominees named in this Proxy Statement to our Board of Directors	FOR EACH NOMINEE	47
2. Non-binding advisory vote to approve named executive officer compensation	FOR	54
3. Ratification of appointment of independent registered public accounting firm	FOR	55

OUR DIRECTOR NOMINEES

Current Committee Memberships

Nominee

Age

Director Since

Gender

Ethnicity

Service on Other Public Company Boards

Audit

Compensation

Nominating & Corporate Governance

Independent

Rose M. Robeson (Board Chair - 2023)

2018

Female

Caucasian

Joseph A. Cutillo

2025

Male

Caucasian

Matthew S. Lanigan

2022

Male

Caucasian

—

Roderick A. Larson
(Compensation Chair - 2025)

2014

Male

Caucasian

Michael A. Lewis (NCG Chair - 2022)

2021

Male

African American

Claudia M. Meer (Audit Chair - 2023)

2022

Female

Caucasian

—

John C. Mingé

2017

Male

Caucasian

—

As our Company strategy and the business environment evolve, the Nominating and Corporate Governance Committee (“NCG Committee”) of our Board of Directors annually reviews the skills and experience of our Board members, helping ensure that the Board composition evolves with the changing environment and maintains relevant knowledge as well as a diversity of viewpoints.

Each of our Board members nominated in 2025 received 86% support or higher in the annual stockholder election.

Summary Board Matrix:

Our director nominees’ primary skills and experiences are highlighted in the following matrix. The matrix is intended as a high-level summary of key skills and not an exhaustive list of each director’s skills or contributions to our Board.

Robeson

Cutillo

Lanigan

Larson

Lewis

Meer

Mingé

Knowledge, Skills, and Experience

Rental and Related Services

Electrical Transmission and Related Services

Infrastructure and Industrial Construction

Strategic Vision

Mergers and Acquisitions

Global Operations

Technology & Service Quality

Manufacturing

Accounting/Financial

Health, Safety & Environmental

HR / Compensation

IT / AI /Cybersecurity

Legal/Regulatory

Supply Chain/Logistics

Risk Management

Other Public Company Board Experience

Executive Experience

Nominating and Corporate Governance

Director Demographics:

We believe our experienced and qualified Board continues to improve our corporate governance practices as reflected by the following:

Non-executive Independent Board Chair

Related-party transactions that impair the independence of Board or Committee members

Regular rotation of Committee and Board Chairs - in August 2025, Compensation Committee Chair rotated

Entrenched Board or Committee members with excessive tenure

Audit Committee Chair held by Audit Committee Financial Expert

Classified Board

Majority vote principle with director resignation policy in Corporate Governance Guidelines

Excessive annual cash retainers, equity awards or perquisites for Board members

NCG, Audit and Compensation Committees consisting solely of independent Board members

Six of seven of our current Board members are independent

Board Refreshment - average tenure of Board members is six years with an average age under 65 and a mandatory Board retirement age of 75

EXECUTIVE COMPENSATION

Our executive and director compensation programs reflect a number of best practices, including the following:

Stock ownership guidelines for senior management and non-employee directors

No excise tax gross-ups

Annual say-on-pay vote

No repricing options or SARs without stockholder approval

Independent compensation consultant

No hedging or pledging Company shares by employees, officers, or directors

Significant percentage of pay is “at risk”

No single-trigger change-in-control payments

Multiple financial performance metrics in annual incentive program

No excessive perquisites

Multiple performance metrics in long-term incentive program

No payments of dividends on unvested awards

Robust Insider Trading Policy and Clawback Policy

No fixed term employment agreements

Programmatic stock repurchases to mitigate dilutive impact of management and director equity grants

Our executive compensation program is designed to align pay with performance and we are pleased with the support our stockholders have provided regarding the program. At our 2025 Annual Meeting, 95% of stockholder votes were cast in favor of our executive compensation.

NPK INTERNATIONAL INC.

9320 Lakeside Boulevard, Suite 100

The Woodlands, Texas 77381

PROXY STATEMENT

April 9, 2026

GENERAL INFORMATION

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of NPK International Inc. (“NPK,” “we” or the “Company”) for the Annual Meeting to be held at the NPK Headquarters located at 9320 Lakeside Boulevard Suite 100, The Woodlands, Texas 77381 on Wednesday, May 20, 2026, at 9:00 a.m., Central Daylight Time, and any postponements or adjournments of the Annual Meeting. For safety and security reasons, no cameras, recording equipment or electronic devices will be permitted in the meeting. Mobile phones may be brought into the meeting, but the camera function is not permitted.


Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on May 20, 2026

In accordance with rules adopted by the U.S. Securities and Exchange Commission (“SEC”), we are making this Proxy Statement and related materials available over the Internet under the “notice and access” delivery model. A Notice Regarding the Availability of Proxy Materials is expected to be first mailed on or about April 10, 2026, to all stockholders of record at the close of business on the record date, March 23, 2026. The Notice Regarding the Availability of Proxy Materials is not a form for voting and presents only an overview of the more complete proxy materials, which contain important information and are available on the Internet and by mail. Stockholders are encouraged to access and review the proxy materials before voting.

This Proxy Statement, the form of proxy and voting instructions are expected to be made available on or about April 10, 2026, at www.proxyvote.com. You may also request a printed copy of this Proxy Statement and the form of proxy by telephone at 1-800-690-6903, via the Internet at www.proxyvote.com or by email in accordance with the instructions given in the Notice Regarding the Availability of Proxy Materials. Our Annual Report to Stockholders, including financial statements, for the fiscal year ended December 31, 2025, is being made available at the same time and by the same method described above. The Annual Report to Stockholders is not to be considered as part of the proxy solicitation materials or as having been incorporated by reference therein.

Any stockholder may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis by making such request via the Internet, email or by telephone. A request to receive proxy materials in printed form or electronically by email will remain in effect until the request is terminated by the stockholder.

We will provide, free of charge, a copy of our Annual Report on Form 10-K for the year ended December 31, 2025, upon request of any stockholder of the Company. Please send a written request to our Corporate Secretary at NPK International Inc., 9320 Lakeside Boulevard, Suite 100, The Woodlands, Texas 77381 or call (281) 362-6800.


Householding Information

Stockholders residing in the same household may receive only one copy of the Notice Regarding the Availability of Proxy Materials or proxy materials. This process is called “householding.” Once begun, householding may continue unless instructions to the contrary are received from one or more of the stockholders within the household.

Street name stockholders who hold their shares in the name of a bank, broker or other holder of record in a single household who received only one copy of the Notice Regarding the Availability of Proxy Materials may request to receive separate copies in the future by following the instructions provided on the voting instruction form sent to them by their bank, broker or other holder of record. Similarly, street name stockholders who are receiving multiple copies may request that only a single set of materials be sent to them in the future by checking the appropriate box on the voting instruction form. Otherwise, street name stockholders should contact their bank, broker or other holder.

If you are receiving multiple copies of the Notice Regarding the Availability of Proxy Materials, you also may request orally or in writing to receive a single copy, or if you would like to opt out of householding this year and would like to receive additional copies of proxy materials mailed to you, please contact us by calling (281) 362-6800, or writing our Corporate Secretary at NPK International Inc., 9320 Lakeside Boulevard, Suite 100, The Woodlands, Texas 77381. We will promptly deliver a separate copy of the Notice Regarding the Availability of Proxy Materials to you upon your request.


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Revocation of Proxies

Any stockholder giving a proxy may revoke the proxy before it is voted by notifying our Corporate Secretary in writing before or at the Annual Meeting, by providing a proxy bearing a later date to our Corporate Secretary, by voting again via the Internet or telephone, or by attending the Annual Meeting and expressing a desire to vote in person.

If you are a beneficial owner and wish to change your vote, you must contact the bank, broker or other holder of record that holds your shares prior to the Annual Meeting to assist you with this process.


Other Legal Matters

This Proxy Statement may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended, which statements are subject to substantial risks and uncertainties and are based on estimates and assumptions. Words such as “will,” “may,” “could,” “would,” “should,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends” and similar expressions are intended to identify these forward-looking statements but are not the exclusive means of identifying them. These statements involve known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially from the forward-looking statements expressed or implied in this Proxy Statement. Such risks, uncertainties and other factors include those risks described in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recent Annual Report on Form 10-K filed with the SEC and other subsequent documents we file with the SEC. In addition, any standards of measurement and performance made in reference to our sustainability plans and goals are developing and based on assumptions, and no assurance can be given that any such plan, initiative, projection, goal, commitment, expectation or prospect can or will be achieved. The sustainability-related information included in, and any sustainability issues identified as material, significant or priority for purposes of, this Proxy Statement or any related document may not be considered material for SEC reporting purposes. The Company expressly disclaims any obligation to update or alter any statements whether as a result of new information, future events or otherwise, except as required by law.

We make our website content available for informational purposes only. It should not be relied upon for investment purposes, nor is it incorporated by reference in this Proxy Statement.


Vote Requirement for Each Proposal and Board Recommendation
Voting Item	Voting Standard	Treatment of Abstentions and Broker Non-Votes	Board Vote Recommendation
Election of seven director nominees named in this Proxy Statement to our Board of Directors	Majority of the shares present and entitled to vote	Broker non-votes are treated as not present and not entitled to vote on the matter and will have no effect on the outcome. However, abstentions constitute shares that are present and entitled to vote and will be treated as a vote against.	FOR EACH NOMINEE
Non-binding advisory vote to approve named executive officer compensation	Majority of the shares present and entitled to vote	Broker non-votes are treated as not present and not entitled to vote on the matter and will have no effect on the outcome. However, abstentions constitute shares that are present and entitled to vote and will be treated as a vote against.	FOR
Ratification of independent registered public accounting firm	Majority of the shares present and entitled to vote	Brokers are expected to have discretionary authority to vote unless prior instructions have been received. Abstentions constitute shares that are present and entitled to vote and will be treated as a vote against.	FOR

2026 Proxy Statement | 2

Subject to any revocation, all proxies will be voted as directed by the stockholder on the proxy card. If the proxy is properly executed and returned, but no choice is specified, proxies will be voted according to the recommendation of the Board as listed in the table above.

The proxy confers discretionary authority upon the persons named in the proxy authorizing those persons to vote, in their discretion, on any other matters properly presented at the Annual Meeting. Management is not currently aware of, nor does it intend to present at the Annual Meeting, any such other matters.


Beneficial Ownership

If your shares are held by a bank, broker or other nominee, you are considered the beneficial owner of the shares and the shares are considered to be held in street name for your account. As the beneficial owner, you have the right to direct your bank, broker or nominee to vote your shares as you instruct. If you do not instruct your bank, broker or nominee on how to vote your shares, then such bank, broker or nominee will only have discretion to vote your shares on routine matters only, but not on non-routine matters. Whether a proposal is routine or non-routine is subject to stock exchange rules and final determination by the stock exchange. Even with respect to routine matters, your bank, broker or nominee may choose not to exercise such discretion to vote uninstructed shares. Therefore, unless you provide voting instructions, your bank, broker or nominee is not permitted to vote your shares on certain proposals and may elect to not vote on any proposals, resulting in a “broker non-vote.”

If you do not instruct your bank, broker or nominee how to vote your shares, then your shares may not be voted on some or all of the proposals. As such, we urge you to instruct your bank, broker or nominee how to vote your shares on all proposals to ensure your interests are represented at the Annual Meeting.


Quorum

The presence at the Annual Meeting, either in person or by proxy, of the holders of a majority of the shares of our common stock outstanding on the record date is necessary to constitute a quorum for the transaction of business. Abstentions and “broker non-votes” are counted for purposes of determining the presence of a quorum.


Solicitation of Proxies

The cost of preparing, printing and delivering this Proxy Statement, the Notice Regarding the Availability of Proxy Materials and the form of proxy, as well as the cost of soliciting proxies relating to the Annual Meeting, will be borne by us. In addition to this distribution, officers and other regular employees of ours may solicit proxies personally, electronically or by telephone, but no additional compensation will be paid to these individuals on account of these activities. We will reimburse banks, brokerage houses and other custodians, nominees and fiduciaries for their reasonable expenses in forwarding proxy materials to the beneficial owners of the shares held by them of record.

CORPORATE GOVERNANCE

Our business and affairs are managed under the direction of the Board of Directors. The Board of Directors establishes broad corporate policies, has responsibility for our overall performance and strategy and authorizes various types of transactions but is not involved in the details of the day-to-day operations of the business. The Board of Directors maintains a focus on our Core Values (Safety, Integrity, Respect, Excellence, Accountability) and our Purpose, which encapsulates how our values work together to drive our decision-making, actions and behaviors. We believe this focus will create long-term value for our stockholders.


Board Leadership Structure

The Board evaluates its leadership structure and role in risk oversight on an ongoing basis. The Board believes that part of an effective Board leadership structure is to have either an independent director as the Board Chair or to designate a Lead Director that is separate from the Chief Executive Officer (“CEO”), as it provides, among other things, sufficient independence between the Board and management and facilitates our Board’s ability to carry out its roles and responsibilities on behalf of our stockholders. Ms. Robeson has served as an independent member of our Board since 2018 and as our non-executive Board Chair since 2023. As Ms. Robeson is an independent director, we believe it is not necessary to appoint a Lead Director.

The principal responsibilities of the non-executive Board Chair are:

•To manage the organization, functioning and affairs of the Board of Directors, in order to enable it to meet its obligations and responsibilities;


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•To facilitate the functioning of the Board of Directors independently of management and maintain and enhance the governance quality of the Company and the Board;

•To interact regularly with the CEO and other executive officers on major strategy issues and the handling of major business issues and opportunities, matters of corporate governance and performance issues, including providing feedback from other Board members and acting as a “sounding board” for the CEO;

•Together with the Chair of the Compensation Committee, to conduct a formal evaluation of the CEO’s performance at least annually; and

•To lead the Board of Directors in the execution of its responsibilities to our stockholders.

A complete description of the responsibilities of the non-executive Board Chair is set forth in a Chairman of the Board charter adopted by the Board of Directors, a copy of which is available on our website at www.npki.com/governance. A description of the powers and duties of the Board Chair is also set forth in our Bylaws.


Meeting Attendance

Each director is elected to a one-year term. Our Board of Directors held 10 meetings during 2025 and took two actions by unanimous written consent. Each director attended at least 90% of the meetings of the Board of Directors held while serving as a member of the Board of Directors and of each committee of which such director was a member that was held during the time such director was a member. The independent directors meet regularly in executive sessions at which time only independent directors are present, and the Board Chair oversees those sessions.


Director Attendance at Annual Meeting

We have a policy encouraging the attendance of all directors at our annual meetings of stockholders, and we make all appropriate arrangements for directors who choose to attend, including reimbursement of their reasonable travel expenses. All eight of our then-directors attended the 2025 Annual Meeting of Stockholders.


Director Independence

The Board of Directors has determined that each of Mmes. Meer and Robeson and Messrs. Cutillo, Larson, Lewis and Mingé is an “independent director” as that term is defined in the listing standards of the New York Stock Exchange (the “NYSE”). In addition, the Board of Directors determined that Mr. Young, who served as a director for a portion of 2025 was an independent director during the period he served on the Board of Directors. In making these determinations regarding independence, the Board of Directors evaluated commercial, consulting, charitable, familial and other relationships with each of its directors and entities of which such director is an executive officer, partner, member and/or significant stockholder.

As part of this annual evaluation, the Board of Directors noted that none of the directors received any consulting, advisory, or other compensatory fees from us (other than for services as a director) or is a partner, member or principal of an entity that provided accounting, consulting, legal, investment banking, financial or other advisory services to our Company, and none of the express independence disqualifications contained in the NYSE rules apply to any of them. On an ongoing basis, the Chair of the NCG Committee, along with the General Counsel, evaluate commitments of the directors, including changes in occupation and other Board memberships, to determine continuing independence.

Based on this independence review and annual evaluation, and on other facts and circumstances the Board of Directors deemed relevant, the Board of Directors, in its business judgment, determined that each of our incumbent director nominees are independent, with the exception of Mr. Lanigan, who is our President and CEO.

Ms. Robeson currently serves on the Board of Williams Companies, Inc. (“Williams”). Williams is a customer of our Company. However, Williams made no payments for property or services in an amount which, in any of the fiscal years 2025, 2024, or 2023, exceeded the greater of $1.0 million or 1% of Williams’ consolidated gross revenues. Ms. Robeson was not involved in any decision to award work to us. The Board of Directors determined that the relationship between our Company and Williams did not disqualify Ms. Robeson from being considered an independent director.


Board Role in Risk Management

The Board, as a whole and through its committees, retains responsibility for overseeing our Company’s processes for assessing and managing risk, although it is management’s responsibility to manage risk on a day-to-day basis. The Board discharges its responsibility, in part, through regular inquiries from the Board Chair to management, periodic communications from management to the Board of Directors of particular risks and events, and discussions during Board meetings with and without management of general and specific risks to the Company. The Board also participates with senior management in periodically reviewing enterprise risks, analyzing trends in such risks over time and across the short, intermediate and long


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term, considering mitigation plans for such risks (taking into account the immediacy of any such risk) and auditing such mitigation plans.

The Board also delegates the oversight of certain specific risks to committees of the Board. For example, the Board delegates to the NCG Committee the oversight of the Company’s Sustainability program, including any sustainability risks material to the Company’s business and long-term strategy. The Board further delegates to the Compensation Committee the assessment of our Company’s compensation plans with regard to whether such plans encourage the taking of inappropriate levels of risk. The Board further delegates to the Audit Committee the oversight of the risk assessment undertaken by management to develop the scope and coverage of reviews conducted by our internal audit function.


Director Nominations

The NCG Committee is responsible for periodically evaluating and making recommendations to the Board of Directors with respect to the size and composition of the Board of Directors. In order to assist the NCG Committee, our Board of Directors included in our Corporate Governance Guidelines certain criteria that we believe minimize the risk of compromising the independence of the Board, while adding to the diversity and depth of knowledge of our Board members. The general qualification criteria of director nominees are that such nominee:

•is of the highest integrity and character;

•is willing and able to devote sufficient time to effectively carry out the duties and responsibilities of a director;

•has the objectivity, ability and desire to represent the interests of our stockholders as a whole, free from any conflict of interest;

•has familiarity with our business and the industries in which we operate;

•has held positions with a high degree of responsibility and relevant expertise and experience to offer advice and guidance; and

•has independence of thought and financial literacy.

The NCG Committee also assesses the core competencies most needed in any new members of the Board, such as backgrounds in strategy, finance, safety, operations, marketing and relevant industries. As set forth in our Corporate Governance Guidelines, our NCG Committee evaluates the full composition of the Board so that it will reflect a range of abilities, experiences and perspectives appropriate to our Company. As such, consideration of diversity of backgrounds, viewpoints, expertise and experience are all assessed by our NCG Committee when evaluating a nominee for our Board of Directors. The NCG Committee assesses its effectiveness in balancing these considerations in connection with its annual evaluation of the composition of the Board.

With the resignation of Mr. Young from the Board as of August 19, 2025, the Board determined on August 19, 2025 that the size of the Board will be reduced immediately from eight directors to seven directors.


Stockholder Recommendations for Board Nominations

The NCG Committee will consider director candidates proposed by stockholders for election to the Board of Directors in compliance with the requirements in the Bylaws for submitting stockholder nominations. In order to nominate a director at an annual meeting, our Bylaws require that a stockholder be entitled to vote in the election of directors and follow the procedures set forth in the Bylaws, as described under “Stockholder Proposals.” Our Bylaws are available on our website at www.npki.com/governance.

The stockholder making the recommendation also must submit all information required under our Bylaws. Stockholders may send recommendations for director candidates for the 2027 Annual Meeting to the NCG Committee by U.S. mail or overnight delivery at the following address: Chair, NCG Committee, c/o Corporate Secretary, NPK International Inc., 9320 Lakeside Boulevard, Suite 100, The Woodlands, Texas 77381.

Candidates recommended by the NCG Committee must include a sufficient number of persons who, upon election, would be independent directors having the skills, experience and other characteristics necessary to provide qualified persons to fill all Board committee positions required to be filled by independent directors under the listing standards of the NYSE and the rules and regulations of the SEC. In considering any candidates recommended by stockholders, the NCG Committee will take into account the same factors as it applies to all other prospective nominees.


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Board Orientation and Education

The NCG Committee, with the support and assistance of the executive officers, is responsible for establishing an orientation plan for new directors, along with the coordination and scheduling of educational opportunities for the Board. The orientation program includes a review of our governance documents and policies, along with individual meetings with our executive leaders, and tours of key facilities. In addition, over the last several years, the NCG Committee has coordinated training sessions by outside experts during Board meetings related to, among other things: risk assessment, insurance and management; long-term strategy; stockholder activism; sustainability practices and trends; industry-specific education; macro-economic trends in the U.S. and global economies; IT cybersecurity and artificial intelligence; and director fiduciary duties under Delaware law. The Board also attends continuing education seminars either in person or electronically that are hosted by outside experts such as the National Association of Corporate Directors in order to stay current with best practices and evolving trends. Finally, management regularly provides the Board with published articles and white papers authored by outside experts on a variety of topics, including board fiduciary duties, cybersecurity, stockholder activism, sustainability trends and proxy advisory firm ratings and guidance.


Stockholder Communication with Board Members

The Board of Directors has established a process for stockholders to send communications, other than sales-related communications, to one or more of its members. These communications should be sent by letter addressed to the member or members of the Board of Directors to whom the communication is directed, care of the Corporate Secretary, NPK International Inc., 9320 Lakeside Boulevard, Suite 100, The Woodlands, Texas 77381. These communications, other than sales-related communications, will be forwarded to the Board member or members specified.

CORPORATE GOVERNANCE GUIDELINES

We are committed to adhering to sound principles of corporate governance and have adopted Corporate Governance Guidelines that the Board of Directors believes promote the effective functioning of the Board of Directors, its committees and our Company. The Corporate Governance Guidelines conform to the NYSE corporate governance listing standards and SEC rules and address, among other matters, director qualifications, independence and responsibilities, majority vote principles, Board committees, Board access to senior management, the independent accountants and other independent advisors, compensation of directors and assessments of Board and committee performance. The Corporate Governance Guidelines are available on our website at www.npki.com/governance and are also available, without charge, upon request to our Corporate Secretary at NPK International Inc., 9320 Lakeside Boulevard, Suite 100, The Woodlands, Texas 77381.


Majority Vote Principle

Our Corporate Governance Guidelines provide for a majority vote principle in connection with the election of our directors. Under our Bylaws, directors in uncontested elections are elected by a majority of the shares present in person or represented by proxy at the meeting and entitled to vote. Under our majority vote principle, a nominee in an uncontested election who does not receive a majority of the votes of holders having voting power “for” that nominee’s election is subject to our director resignation policy described below. Under our Corporate Governance Guidelines, an uncontested election is one at which the number of nominees for election as director is not greater than the number of directors to be elected.


Director Resignation Policy

The Corporate Governance Guidelines provide that the Board of Directors may require, in order for any incumbent director to become a nominee for further service on the Board of Directors, that the incumbent director submit to the Board of Directors an irrevocable resignation. The irrevocable resignation will be conditioned upon, and shall not become effective until there has been:

•a failure by that nominee to receive a majority of the votes of holders having voting power “for” such nominee’s election in any uncontested election of directors; and

•acceptance of the resignation by the Board of Directors.

In the event a director does not receive a majority of the votes of holders having voting power “for” such director’s election, the NCG Committee will make a recommendation to the Board of Directors regarding the action to be taken with respect to the tendered resignation. A director whose resignation is being considered will not participate in any committee or Board of Directors meetings where the consideration is such director’s resignation. The Board of Directors will act on the recommendation of the NCG Committee within 90 days following the certification of the stockholder vote, and the Board of


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Directors will promptly and publicly disclose its decision. Each of the nominees for election to the Board of Directors has submitted an irrevocable resignation in accordance with our Corporate Governance Guidelines.


Director Retirement Age and Tenure

Our Corporate Governance Guidelines include a director retirement age policy but do not include a tenure policy. Under our Corporate Governance Guidelines, any person who is 75 years of age or more will not be renominated to be elected as a director, although any director reaching the age of 75 while in office may serve the remainder of such director’s term until the next annual meeting of stockholders. The average age of all director nominees is 62 years of age, with no director nominee being older than 65 years of age. The average tenure on the Board of the director nominees is approximately six years.


Executive Sessions of Non-Management Directors

Our Corporate Governance Guidelines require the non-management directors meet at least twice each year in executive session, without management present. However, management employees may be invited to attend portions of these meetings if deemed appropriate by the non-management directors to provide information necessary for the meetings. Executive sessions were held as part the Board’s regularly scheduled meetings in 2025 and were presided over by Ms. Robeson.

Interested parties may direct their concerns to the Board Chair or to any other non-management director or directors by following the procedures set forth in the section entitled “Stockholder Communication with Board Members.”


Service on Other Boards

Directors are encouraged to limit the number of other boards of for-profit organizations on which they serve so as not to interfere with their service as a director of the Company. Ordinarily, directors may not serve on the boards of more than four public companies, including NPK’s Board. Directors who are executive officers of public companies may not serve on the board of more than one other public company, in addition to NPK’s Board. Directors are required to advise the Chair of the NCG Committee and the General Counsel in advance of accepting an invitation to serve on the board of another for-profit organization. In considering each director nominee for election at the Annual Meeting, the NCG Committee took into account each director’s public company leadership positions and other outside commitments to assess the director’s compliance with our policy. Each of the director nominees is in compliance with this policy.

DIRECTOR STOCK OWNERSHIP GUIDELINES

To encourage our non-employee directors and executive officers to achieve and maintain a significant ownership interest in our Company, the Board of Directors approved stock ownership guidelines that require each of our non-employee directors to own shares of our common stock valued at five times their annual cash retainer. Our non-employee directors are provided a grace period of five years from the date of first election to the Board to reach the required level of stock ownership. In the event of an increase in the annual cash retainer or an increase in the stock ownership requirement, the non-employee directors are provided a new grace period of five years from the effective date of the increase to acquire any additional shares needed to meet the stock ownership guidelines. A non-employee director is not considered to be out of compliance with the stock ownership guidelines simply due to a drop in stock price; however, any non-employee director in this situation may not sell shares until compliance is regained and any subsequent sale of shares must not cause the non-employee director’s ownership level to fall below the applicable stock ownership requirement. As of March 23, 2026, each of our non-employee directors was in compliance with the ownership guidelines. For details on our executive officer stock ownership guidelines, see “Compensation Discussion and Analysis – Stockholder Alignment” below.

RELATED PERSON TRANSACTIONS

The Board of Directors has adopted a Policy Regarding Covered Transactions with Related Persons (“Related Person Policy”) that requires the approval by the Audit Committee of any Covered Transaction (as defined in the Related Person Policy). A Covered Transaction includes, but is not limited to, any transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships), including indebtedness and guarantees of indebtedness, in which (a) the aggregate amount involved since the beginning of our last completed fiscal year will or may be expected to exceed $100,000 (including any periodic payments or installments due on or after the beginning of our last completed fiscal year and, in the case of indebtedness, the largest amount expected to be outstanding and the amount of annual interest thereon), (b) we or any of our subsidiaries are a participant and (c) any related person has or will have a direct or indirect interest (other than solely as a result of being a director or, together with all other applicable Related Persons (as defined in the Related Person Policy), a less than 10% beneficial owner of another entity). The policy provides that any director, director nominee or


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executive officer must provide to the General Counsel and Chair of the Audit Committee prior notification of all proposed terms of any Covered Transaction (other than related-party transactions involving compensation matters and certain ordinary course transactions). Transactions involving compensation for services provided to us as an employee or director, among other limited exceptions, even if the aggregate amount involved exceeds $100,000, are deemed to have standing pre-approval by the Audit Committee. The Audit Committee must review the relevant facts and circumstances of the Covered Transaction, including if the terms and conditions of the transaction are generally available to third parties under similar terms or conditions, take into account the level of interest or relationship to the related person and the impact on a director’s independence, and either approve or disapprove the Covered Transaction. It is our policy that Covered Transactions be reviewed and approved in advance; however, if the Audit Committee (or the Audit Committee Chair pursuant to such Chair’s delegated authority) is unable to provide advance approval of a Covered Transaction, the transaction will be considered at the next regularly scheduled meeting of the Audit Committee. At the next meeting, the Audit Committee will evaluate all options, including, but not limited to, ratification, amendment or termination of the Covered Transaction. The Audit Committee (or Chair, as applicable) shall not approve any Covered Transaction if it determines the Covered Transaction to be inconsistent with the interests of the Company and its stockholders. No director may participate in approval of a Covered Transaction for which such director is a related person.

CODE OF ETHICS

The Board of Directors also has adopted a Code of Ethics for Senior Officers and Directors that applies to all of our directors, our principal executive officer, principal financial officer, principal accounting officer, and other senior officers. The Code of Ethics for Senior Officers and Directors contains policies and procedures applicable to our directors and, as to our senior officers, supplements our Code of Business Ethics and Conduct, which is applicable to all of our employees (together with the Code of Ethics for Senior Officers and Directors, the “Codes”). The purposes of the Codes, among other matters, are to deter wrongdoing and to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. The Codes are designed to promote full, fair, accurate, timely and understandable disclosure in reports and other documents that we file with, or submit to, the SEC and in other public communications. The Codes also require compliance with applicable governmental laws, rules and regulations, including, without limitation, insider trading laws. The Codes further require the prompt internal reporting of violations of the Codes to an appropriate person or persons and accountability for adherence to the Codes.

To the extent required any amendments to, or waivers of, the Codes with respect to our executive officers and directors will be disclosed on our website within four business days following the date of the amendment or waiver.

Copies of our Code of Ethics for Senior Officers and Directors and our Code of Business Ethics and Conduct are available on our website at www.npki.com/governance and are also available in print upon request from our Corporate Secretary.

HEDGING AND PLEDGING POLICIES

Under the Company’s Code of Business Ethics and Conduct and Insider Trading Policy, all directors, executive officers and employees and their family members and controlled entities are prohibited from pledging our Company’s securities for a loan or engaging in speculative transactions in our Company’s securities, including short-term trading, short sales, transactions in derivative securities (including puts and calls), hedging transactions and purchasing NPK securities on margin.

INSIDER TRADING POLICY

We have adopted an insider trading policy and procedures governing the purchase, sale, and other transactions in our Company’s securities by the Company’s directors, officers, and employees, and other covered persons, as well as the Company itself, that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations and NYSE listing standards.


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BOARD COMMITTEES

The Board of Directors has established three standing committees: the Audit Committee, the Compensation Committee and the NCG Committee. Each of the Board Chair and the President and Chief Executive Officer attends all committee meetings, but neither one is a member of any committee so does not cast a vote therein. Each committee operates under a written charter approved by the Board of Directors. Copies of these charters, which set forth the specific responsibilities of the committees, as well as copies of our Corporate Governance Guidelines, our Code of Business Ethics and Conduct, our Code of Ethics for Senior Officers and Directors and our charter of the Chairman of the Board, are available on our website at www.npki.com/governance. Stockholders also may obtain printed copies of these items, without charge, by contacting us at the following address:

NPK International Inc.

9320 Lakeside Boulevard, Suite 100

The Woodlands, Texas 77381

Attn: Corporate Secretary


Audit Committee

As of March 23, 2026, the members of the Audit Committee were Claudia M. Meer (Chair), Joseph A. Cutillo, Roderick A. Larson, Michael A. Lewis and John C. Mingé. The Board of Directors has determined that each member of the Audit Committee is independent and “financially literate” under applicable SEC rules and NYSE listing rules applicable to Audit committee members. The Board of Directors also has determined that Ms. Meer qualifies as an “audit committee financial expert” as defined by applicable SEC rules. The Audit Committee met eight times during 2025 and did not take any action by unanimous written consent.

The Audit Committee is responsible for the selection, evaluation, compensation and, when necessary, replacement of the independent registered public accounting firm. The Audit Committee also has responsibility for providing independent review and oversight of the integrity of our financial statements, the financial reporting process, our systems of internal accounting and financial controls, the performance of our internal audit function and the independent auditors, the independent auditors’ qualifications and independence and our compliance with ethics policies and legal and regulatory requirements and preparing the Audit Committee Report and disclosure required by the Audit Committee for inclusion in this Proxy Statement. The independent auditors report directly to the Audit Committee.


Compensation Committee

As of March 23, 2026, the members of the Compensation Committee were Roderick A. Larson (Chair), Joseph A. Cutillo, Michael A. Lewis, Claudia M. Meer and John C. Mingé. The Board of Directors has determined that each member of the Compensation Committee is independent under applicable NYSE listing rules applicable to Compensation Committee members and a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. The Compensation Committee met nine times during 2025 and took one action by unanimous written consent.

The Compensation Committee has responsibility for establishing, evaluating and administering our compensation arrangements, plans, policies and programs for our Board of Directors, CEO and other executive officers, and for administering our equity incentive plans. The Compensation Committee also has responsibility for making recommendations to the Board of Directors with respect to the adoption, approval and amendment of all long-term cash-based and equity-based incentive compensation plans.

The Compensation Committee has the authority to retain compensation consultants to assist in evaluating the compensation paid to our Board of Directors, CEO and other executive officers. As noted in the “Compensation Discussion and Analysis” section of this Proxy Statement, the Compensation Committee continued its engagement of Zayla Partners, LLC (“Zayla”) as its independent compensation consultant for 2025. Although Zayla did not advise management or provide any consulting services to the Company other than its work on behalf of the Compensation Committee, Zayla is a subsidiary of Arthur J. Gallagher & Co., which was retained by the Company to provide claims and risk management services as well as broad-based employee benefit plan services in 2025. Total fees paid for such benefit plan advisory services in 2025 totaled $279,957 while total fees paid to Zayla for its consulting services to the Compensation Committee totaled $108,500. The Compensation Committee considered the Company’s engagement of Arthur J. Gallagher & Co. in its decision to retain Zayla and determined that such did not give rise to a conflict of interest.


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Nominating and Corporate Governance Committee

As of March 23, 2026, the members of the NCG Committee were Michael A. Lewis (Chair), Joseph A. Cutillo, Roderick A. Larson, Claudia M. Meer and John C. Mingé. The Board of Directors has determined that each member of the NCG Committee is an “independent director” under applicable NYSE listing rules. The NCG Committee met six times during 2025 and did not take any action by unanimous written consent.

The NCG Committee oversees the Company’s sustainability programs, assists and advises the Board of Directors with respect to the size, composition and functions of the Board of Directors, identifies potential candidates for the Board of Directors and recommends to the Board of Directors a slate of qualified nominees for election as directors at each annual meeting of stockholders, oversees the annual evaluation of the Board of Directors as a whole and the committees of the Board of Directors, and develops and advises the Board of Directors with respect to corporate governance principles, policies and practices, and engages in succession planning for the Board of Directors.


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EXECUTIVE OFFICERS

As of March 23, 2026, our executive officers, their ages, positions with us and biographical information were as follows:


Matthew S. Lanigan		Age 55
	President and Chief Executive Officer
	A description of the business experience of Mr. Lanigan during the past five years can be found in the “Election of Directors” section of this Proxy Statement under the heading “Nominees and Voting.”


Gregg S. Piontek		Age 55
	Senior Vice President, Chief Financial Officer
	Mr. Piontek has served as our Chief Financial Officer since October 2011. He joined us in April 2007 as our Vice President, Controller and Chief Accounting Officer and serving in this capacity until October 2011. Before joining us, Mr. Piontek served in various financial roles for Stewart & Stevenson Services, Inc. and Stewart & Stevenson, LLC from June 2001 through March 2007, including Divisional Controller, Assistant Corporate Controller and as Vice President and Chief Accounting Officer. Prior to that, Mr. Piontek served in various financial roles at General Electric, CNH Global N.V. and Deloitte & Touche LLP.


Lori A. Briggs		Age 53
	Executive Vice President Business Operations
	Ms. Briggs has served as our Executive Vice President Business Operations since November 2024. She joined us in October 2017 as our Senior Director, Business Transformation & Integration, was promoted to the position of Vice President, Marketing for Industrial Solutions in January 2021, and then served as the President, Industrial Solutions from September 2021 until November 2024. Prior to joining NPK, from October 2015 through October 2017, she served as a Global Pricing Leader for GE Oil & Gas, an energy subsidiary. Ms. Briggs also held leadership roles with progressing responsibility in marketing and sales for GE Capital for the ten years prior to October 2015.


M. Celeste Frugé

SEC Form DEF 14A filed by NPK International Inc.