Item 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;


           APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
           OFFICERS

           On May 6, 2021, William Smith, Executive Vice President of Water
           Transmission Engineered Systems of Northwest Pipe Company (the
           "Company") informed the Company that he will retire in April 2022.
           Mr. Smith, a 44­year veteran of the water infrastructure industry, will
           continue to consult with the Company in an advisory capacity on an
           as-needed basis after his retirement. To assist with various transitions
           prior to Mr. Smith's retirement, Miles Brittain has been named Executive
           Vice President, effective May 6, 2021.

           Mr. Brittain, 57, has served as our Senior Vice President of Operations
           since February 2020. Prior to that, Mr. Brittain served as our Vice
           President of Operations for Water Transmission Engineered Systems from
           September 2018 to February 2020 and our Vice President of Operations,
           Water Transmission from 2013 to September 2018. Prior to joining the
           Company, Mr. Brittain served in the steel industry for over 28 years,
           holding key positions including Vice President and General Manager for
           EVRAZ North America/Claymont Steel, Director of Operations for EVRAZ
           North America/Oregon Steel Mills, Inc., and Regional Director of Quality
           Assurance for National Steel Corporation.

           Mr. Brittain has no direct or indirect material interest in any
           transaction required to be disclosed pursuant to Item 404(a) of
           Regulation S­K, and Mr. Brittain has no familial relationships with
           executives or directors of the Company. There are no arrangements or
           understandings between Mr. Brittain and any other person pursuant to
           which he was selected as an officer.

           Mr. Brittain will continue to receive compensation pursuant to certain
           arrangements provided by the Company, including incentive compensation,
           equity awards, and health and other benefits typically available to the
           executive officers. A description of these elements of compensation can
           be found in the Company's proxy statement filed on Schedule 14A with the
           Securities and Exchange Commission on April 22, 2021. Any material
           modifications to Mr. Brittain's compensation in connection with his
           appointment will be disclosed by amendment to this Form 8­K.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS



   (d)     Exhibits

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

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