| Delaware | 001-32530 | 36-3922969 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| ☐ | 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 240.13e-4(c)) |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $.01 par value per share | PPIH | The Nasdaq Stock Market LLC |
| Item 2.02. | Results of Operations and Financial Condition. |
| Item 9.01. | Financial Statements and Exhibits. |
| (a) | Not applicable. |
| (b) | Not applicable. |
| (c) | Not applicable. |
| (d) | Exhibits. The following exhibit is being furnished herewith: |
| (99.1) | Press Release of Perma-Pipe International Holdings, Inc., dated December 12, 2025, regarding its financial results for its third quarter ended October 31, 2025 | |
| (104) | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| PERMA-PIPE INTERNATIONAL HOLDINGS, INC. | |||
| Date: December 12, 2025 | By: | /s/ Matthew E. Lewicki | |
| Matthew E. Lewicki | |||
| Vice President and Chief Financial Officer | |||