Item 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS



           On October 5, 2021, Northwest Pipe Company (the "Company") and EBSR, LLC,
           a Texas limited liability company ("Seller") entered into a Membership
           Interest Purchase Agreement (the "Purchase Agreement"), by and among the
           Company, Seller, the equity holders of Seller, and Park Environmental
           Equipment, LLC, a Texas limited liability company ("ParkUSA") pursuant to
           which the Company agreed to purchase from Seller all of the issued and
           outstanding membership interests of ParkUSA (the "Acquisition"). ParkUSA
           is a precast concrete and steel fabrication-based company that develops,
           manufactures, and distributes water, wastewater, and environmental
           solutions products. The Purchase Agreement includes customary
           representations, warranties, covenants, and agreements by the parties,
           including mutual indemnification obligations. The Acquisition was
           completed on October 5, 2021. The purchase price was
           approximately $87.4 million, net of cash acquired, and is subject to a
           post-closing adjustment based on changes in net working capital.

           The foregoing description of the Purchase Agreement does not purport to
           be complete and is qualified in its entirety by reference to the full
           text of the Purchase Agreement, which is filed herewith as Exhibit 2.1
           and is incorporated by reference herein.

           On October 5, 2021, the Company issued a press release announcing the
           Acquisition. A copy of the press release is attached hereto as
           Exhibit 99.1 and is incorporated by reference herein.

Item 7.01. REGULATION FD DISCLOSURE



           The Company will discuss the Acquisition and certain preliminary 2021
           financial metrics in a conference call to be held on Wednesday,
           October 6, 2021 at 8:00 a.m. Pacific time. The presentation made
           available in connection with the conference call is attached hereto as
           Exhibit 99.2. To listen to the live call, visit the Northwest Pipe
           Company website, www.nwpipe.com, under Investor Relations. For those
           unable to listen to the live call, the replay will be available
           approximately one hour after the event on the Investor Relations page.

           The information contained in Item 7.01 of this Current Report on
           Form 8­K, including Exhibit 99.2, is being furnished pursuant to
           Item 7.01 and shall not be deemed to be "filed" for purposes of
           Section 18 of the Securities Exchange Act of 1934 as amended (the
           "Exchange Act") and shall not be incorporated by reference into any
           registration statement or other document pursuant to the Securities Act
           of 1933, as amended, or the Exchange Act, except as shall be expressly
           set forth by specific reference in any such filing. This Current Report
           will not be deemed an admission as to the materiality of any of the
           information in this Item 7.01, including Exhibit 99.2.



       CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

       Certain statements in this Current Report on Form 8­K, other than purely
       historical information, are "forward-looking statements" within the
       meaning of the Private Securities Litigation Reform Act of 1995 and
       Section 21E of the Securities Exchange Act of 1934, as amended, that are
       based on current expectations, estimates, and projections about the
       Company's business, management's beliefs, and assumptions made by
       management. Words such as "expects," "anticipates," "intends," "plans,"
       "believes," "seeks," "estimates," "forecasts," "should," "could," and
       variations of such words and similar expressions are intended to identify
       such forward-looking statements. These statements are not guarantees of
       future performance and involve risks and uncertainties that are difficult
       to predict. Therefore, actual outcomes and results may differ materially
       from what is expressed or forecasted in such forward-looking statements
       as a result of a variety of important factors. While it is impossible to
       identify all such factors, those that could cause actual results to
       differ materially from those estimated by the Company include the
       important factors discussed in Part I - Item 1A. "Risk Factors" of the
       Company's most recent Annual Report on Form 10­K and from time to time in
       the Company's other Securities and Exchange Commission filings and
       reports. Such forward-looking statements speak only as of the date on
       which they are made, and the Company does not undertake any obligation to
       update any forward-looking statement to reflect events or circumstances
       after the date of this Current Report on Form 8­K. If the Company does
       update or correct one or more forward-looking statements, investors and
       others should not conclude that the Company will make additional updates
       or corrections with respect thereto or with respect to other
       forward-looking statements.



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Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS



   (a)     Financial statements of businesses acquired

           The audited consolidated financial statements required to be filed under
           Item 9.01(a) of this Current Report on Form 8­K will be filed by
           amendment to this Current Report on Form 8­K no later than 71 days after
           the date on which this Current Report on Form 8­K is required to be
           filed.



 (b)   Pro forma financial information

       The pro forma financial information required to be filed under
       Item 9.01(b) of this Current Report on Form 8­K will be filed by
       amendment to this Current Report on Form 8­K no later than 71 days after
       the date on which this Current Report on Form 8­K is required to be
       filed.



 (d)   Exhibits

         2.1 Membership Interest Purchase Agreement dated as of October 5, 2021
       by and among Northwest Pipe Company, EBSR, LLC, the equity holders of
       EBSR, LLC, and Park Environmental Equipment, LLC *

         99.1 Press Release issued by Northwest Pipe Company dated October 5,
       2021

         99.2 Presentation made available for reference in connection with the
       conference call to be held at 8:00 a.m. Pacific time on October 6, 2021

       104 Cover Page Interactive Data File (embedded within the Inline XBRL
       document)


*Schedules and similar attachments to the Purchase Agreement have been omitted pursuant to Instruction 4 to Item 1.01 of the Form 8­K. The Registrant will furnish supplementally a copy of any omitted schedule or similar attachment to the Securities and Exchange Commission request.

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