🧾 What This Document Is

This is an 8-K filing, which is a report companies use to announce major events to investors. This specific filing announces two important additions to Perma-Pipe's Board of Directors, effective April 8, 2026.

🏢 What The Company Does

👉 In simple terms, Perma-Pipe makes specialized, insulated pipes and systems that detect leaks. They serve the oil & gas industry, as well as district heating and cooling networks. Think of them as the company that builds the high-tech "veins" that safely transport liquids like oil, hot water, or other fluids over long distances. They operate in 7 countries.

👥 Board Appointments: The Key Hires

The big news is two new board members, each bringing very different, valuable expertise.

Nancy Zakhour (Independent Director)

• Her Background: A seasoned energy executive with a unique mix of experience. She's worked in traditional oil & gas (Occidental Petroleum, Schlumberger), renewable energy & carbon capture (Oxy Low Carbon Ventures), and investment banking (Piper Sandler).
• Why It Matters: 👉 She represents the "energy transition." Her expertise in both fossil fuels and clean tech (like Direct Air Capture) is exactly what a company like Perma-Pipe needs as its customers' industries evolve. She’ll sit on the key Audit, Compensation, and Governance committees.

Saleh Sagr (New Director, also CEO)

• His Background: He was already the President & CEO (since June 2025) and has been with the company since 2019. He has 30+ years in pipelines and international operations.
• Why It Matters: 👉 Adding the CEO to the board is common and aligns the company's leadership. The board praised his "outstanding" first year, so this formalizes his role in guiding the company's long-term strategy alongside the other directors.

⚖️ Board Structure & Governance

The board now has a clearer structure:

• Jon Biro remains the independent Chairman.
• Nancy Zakhour is a fully independent director, adding external oversight and expertise.
• Saleh Sagr joins as a non-independent, management-aligned director. As an executive, he won't serve on any board committees to maintain independence.
• 👉 Why It Matters: This balances deep internal knowledge (Sagr) with fresh, external strategic insight (Zakhour), a classic governance best practice.

🚀 What This Signals Strategically

This move isn't just about filling seats. It's a strategic signal.

• Preparing for the Future: Hiring a director with Zakhour's clean energy and carbon management profile shows Perma-Pipe is thinking about how its piping systems fit into a lower-carbon world.
• Stability & Continuity: Bolstering the board with the successful CEO reinforces the current strategic direction after his first year at the helm.

🌍 Industry Context

Perma-Pipe operates in the industrial infrastructure sector. Their products are critical for energy transportation and building efficiency (district heating/cooling). As the world debates energy security and transition, companies that make the underlying infrastructure are in the spotlight. This board move suggests Perma-Pipe wants to be an active, adaptive player in that changing landscape.

🧠 The Analogy

Appointing Nancy Zakhour is like a championship football team hiring a new coach who is an expert in both their traditional offensive plays and the new, innovative strategies that the rest of the league is starting to use. It prepares them to compete in both today's game and tomorrow's.

🧩 Final Takeaway

Perma-Pipe is strategically strengthening its board leadership. The appointment of a CEO-director solidifies current management's role, while adding a director with deep energy transition expertise signals a forward-looking strategy to stay relevant in a changing global energy market.