NORTHWEST PIPE CO

Northwest Pipe Company (collectively with its subsidiaries, the “Company”) is a leading manufacturer of water-related infrastructure products, and operates intwo segments, Engineered Steel Pressure Pipe (“SPP”) and Precast Infrastructure and Engineered Systems (“Precast”). This segment presentation is consistent with how the Company’s chief operating decision maker (“CODM”), its Chief Executive Officer, evaluates the performance of the Company and makes decisions regarding the allocation of resources. See Note19, “Segment Information” for detailed descriptions of these segments.

In addition to being the largest manufacturer of engineered steel water pipeline systems in North America, the Company manufactures stormwater and wastewater technology products; high-quality precast and reinforced concrete products; pump lift stations; steel casing pipe, bar-wrapped concrete cylinder pipe, andone of the largest offerings of pipeline system joints, fittings, and specialized components. Strategically positioned to meet growing water and wastewater infrastructure needs, the Company provides solution-based products for a wide range of markets under the ParkUSA, Geneva Pipe and Precast, Permalok®, and Northwest Pipe Company lines. The Company is headquartered in Vancouver, Washington, and has 13 manufacturing facilities across North America.

Basis of Consolidation and Presentation

The Consolidated Financial Statements are expressed in United States Dollars and include the accounts of the Company and its subsidiaries over which the Company exercises control as of the financial statement date. Intercompany accounts and transactions have been eliminated.

Use of Estimates

The preparation of the Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. On an ongoing basis, the Company evaluates all of its estimates, including those related to business combinations, allowance for credit losses, inventories, property and equipment (including depreciation and valuation), goodwill, intangible assets (including amortization), revenue recognition, share-based compensation, income taxes, and litigation and other contingencies. Actual results* may*differ from these estimates under different assumptions or conditions.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and short-term, highly-liquid investments with maturities ofthree months or less when purchased. At times, the Company will have outstanding checks in excess of related bank balances (“book overdraft”). If this occurs, the amount of the book overdraft will be reclassified to accounts payable, and changes in the book overdraft will be reflected as a component of operating activities in the Consolidated Statements of Cash Flows. The Company hadno book overdraft as of* December31,* 2024 and $1.8 million as of* December31,* 2023.

Receivables and Allowance for Credit Losses

Trade receivables are reported on the Consolidated Balance Sheets net of an allowance for credit losses. The Company provides an allowance for credit losses to reduce trade receivables to their estimated net realizable value equal to the amount expected to be collected, resulting from the inability of its customers to make required payments or from contract disputes. The amount of the allowance for credit losses is based on historical experience, customer specific circumstances, and current economic conditions. The Company will write down or write off a receivable account once the account is deemed uncollectible.

F-9

Contract Assets and Contract Liabilities

Contract assets primarily represent revenue earned over time butnot yet billable based on the terms of the contracts. These amounts will be billed based on the terms of the contracts, which can include certain milestones, partial shipments, or completion of the contracts. Payment terms of amounts billed vary based on the customer, but are typically due within30 days of invoicing. Contract liabilities represent advance billings on contracts, typically for purchased steel.

Inventories

Inventories are stated at the lower of cost and net realizable value. The cost of raw material inventories of steel is either on a specific identification basis or on an average cost basis. The cost of substantially all other raw material inventories, as well as work-in-process and supplies, is either on an average cost basis or at standard cost. The cost of finished goods uses thefirst-in,first-out method of accounting.

Property and Equipment

Property and equipment are recorded at cost. Maintenance and repairs are expensed as incurred, and costs of new equipment and buildings, as well as costs of expansions or refurbishment of existing equipment and buildings, including interest where applicable, are capitalized. Depreciation and amortization are determined by the units of production method for most equipment and by the straight-line method for the remaining assets based on the estimated useful lives of the related assets. Estimated useful lives by major classes of property and equipment are as follows: Land improvements (15 –30 years); Buildings (20 –40 years); Leasehold improvements (5 –30 years); and Machinery and equipment (3 –30 years). Depreciation expense calculated under the units of production method* maybe less than, equal to, or greater than depreciation expense calculated under the straight-line method due to variances in production levels. Upon disposal, costs and related accumulated depreciation of the assets are removed from the accounts and resulting gains or losses are reflected in operating expenses. The Company leases certain equipment under long-term finance leases, which are being amortized on a straight-line basis over the shorter of its useful life or the lease term, ifno* purchase option exists. A finance lease that contains a purchase option that the Company is reasonably certain will be exercised is amortized over its useful life.

The Company assesses impairment of property and equipment whenever changes in circumstances indicate that the carrying values of the asset or asset group(s)* may**not* be recoverable. The asset group is the lowest level at which identifiable cash flows are largely independent of the cash flows of other groups of assets or liabilities. The recoverable value of a long-lived asset group is determined by estimating future undiscounted cash flows using assumptions about the expected future operating performance of the Company.

Leases

The Company has entered into various equipment and property leases. Certain lease agreements include renewals and/or purchase options set to expire at various dates, and certain lease agreements include rental payments adjusted periodically for inflation. The Company’s lease agreements donot contain any material residual value guarantees or material restrictive covenants.

The Company determines if an arrangement is a lease at inception. Leases with an initial term oftwelve months or less arenot recorded on the balance sheet; costs for these leases are recognized on a straight-line basis over the lease term. Right-of-use assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. When the Company’s leases donot provide an implicit rate of return, the Company uses its revolving loan borrowing rate in determining the present value of lease payments. Some of the Company’s lease agreements contain non-lease components, which are accounted for separately.

F-10

Goodwill

Goodwill represents the excess of the purchase price over the fair values of the assets acquired and liabilities assumed in conjunction with an acquisition. Goodwill is reviewed for impairment annually, or whenever events occur or circumstances change that indicate goodwill* maybe impaired. During thefourth* quarter of2022, the Company changed the date of its annual impairment test of goodwill from* December31* to* November30.* The change in the impairment test date lessens resource constraints that exist in connection with the Company’s year-end close and financial reporting process and provides for additional time to complete the required impairment testing. This change didnot represent a material change to the Company’s method of applying an accounting principle, and therefore didnot delay, accelerate, or avoid an impairment charge.

In testing goodwill for impairment, the Company has the option to perform a qualitative assessment to determine whether the existence of events or circumstances indicate that it is more-likely-than-not (more than50%) that the fair value of a reporting unit is less than its carrying amount. When performing a qualitative assessment, the Company evaluates factors such as industry and market conditions, cost factors, overall financial performance, and other relevant entity specific events and changes. If the qualitative assessment indicates that it is more-likely-than-not that the fair value of the reporting unit is less than its carrying amount, or if the Company choosesnot to perform the qualitative assessment, then a quantitative assessment is performed to determine the reporting unit’s fair value. If the reporting unit’s carrying value exceeds its fair value, then an impairment loss is recognized for the amount of the excess of the carrying amount over the reporting unit’s fair value,not to exceed the total amount of goodwill allocated to the reporting unit.

Intangible Assets

Intangible assets consist primarily of customer relationships, trade names and trademarks, and patents recorded as the result of acquisition activity. Intangible assets are amortized using the straight-line method over estimated useful lives ranging from 10 to 21 years.

Workers Compensation

The Company is self-insured and maintains high deductible policies for losses and liabilities associated with workers compensation claims. Losses are accrued based upon the Company’s estimates of the aggregate liability for claims incurred using historical experience and certain actuarial assumptions followed in the insurance industry. As of* December**31,* 2024 and2023, workers compensation reserves recorded were $1.9 million and $2.2 million, respectively, of which $0.5 million and $1.3 million, respectively, were included in Accrued liabilities and $1.4 million and $0.9 million, respectively, were included in Other long-term liabilities.

Accrued Liabilities

Accrued liabilities as of* December**31,* 2024 and2023 includes accrued bonus of $9.6 million and $5.2 million, respectively, accrued vacation of $3.8 million and $3.5 million, respectively, and accrued sales tax of $2.6 million and $5.3 million, respectively.

Derivative Instruments

In the normal course of business, the Company is exposed to interest rate and foreign currency exchange rate fluctuations. Consistent with the Company’s strategy for financial risk management, the Company has established a program that utilizes foreign currency forward contracts and interest rate swaps to offset the risks associated with the effects of these exposures. The Company utilizes cash flow hedge accounting treatment for qualifying foreign currency forward contracts and interest rate swaps. Instruments that donot qualify for cash flow hedge accounting treatment are remeasured at fair value on each balance sheet date and resulting gains and losses are recognized in earnings.

Share Repurchases

All shares reacquired in connection with the Company’s share repurchase program are retired and treated as authorized and unissued shares.

F-11

Pension Benefits

The Company hastwo defined benefit pension plans that have been frozen since2001. The Company funds these plans to cover current plan costs plus amortization of the unfunded plan liabilities. To record these obligations, management uses estimates relating to investment returns, mortality, and discount rates.

Foreign Currency Transactions

The functional currency of the Company, including its Mexican operations, is the United States dollar. Monetary assets and liabilities are remeasured at current exchange rates and non-monetary assets and liabilities are remeasured at historical exchange rates. Revenue and expenses related to monetary assets and liabilities are remeasured at average exchange rates and at historical exchange rates for the revenue and expenses related to non-monetary assets and liabilities.

Transaction gains (losses) from foreign currency forward contracts designated as cash flow hedges are included in Accumulated other comprehensive loss as a separate component of Stockholders’ equity. For the years ended* December**31,* 2024,2023 and2022, net foreign currency transaction gains (losses) of ($0.4) million, $0.4 million, and $0.5 million, respectively, were recognized in earnings.

Revenue Recognition

The Company manufactures water infrastructure steel pipe products, which are generally made to custom specifications for installation contractors serving projects funded by public water agencies, as well as precast and reinforced concrete products. Generally, each of the Company’s contracts with its customers contains a single performance obligation, as the promise to transfer products isnot separately identifiable from other promises in the contract and, therefore, isnot distinct. The Company generally doesnot recognize revenue on a contract until the contract has approval and commitment from both parties, the contract rights and payment terms can be identified, the contract has commercial substance, and its collectability is probable.

SPP revenue for water infrastructure steel pipe products is recognized over time as the manufacturing process progresses because of the Company’s right to payment for work performed to date plus a reasonable profit on cancellations for unique products that haveno alternative use to the Company. Revenue is measured by the costs incurred to date relative to the estimated total direct costs to fulfill each contract. Contract costs include all material, labor, and other direct costs incurred in satisfying the performance obligations. The cost of steel material is recognized as a contract cost when the steel is introduced into the manufacturing process. Changes in job performance, job conditions, and estimated profitability, including those arising from contract change orders, contract penalty provisions, foreign currency exchange rate movements, changes in raw materials costs, and final contract settlements* may*result in revisions to estimates of revenue, costs, and income, and are recognized in the period in which the revisions are determined. Provisions for losses on uncompleted contracts, included in Accrued liabilities, are estimated by comparing total estimated contract revenue to the total estimated contract costs and a loss is recognized during the period in which it becomes probable and can be reasonably estimated.

Precast revenue for water infrastructure concrete pipe and precast concrete products is recognized at the time control is transferred to customers which is generally at the time of shipment, in an amount that reflects the consideration the Company expects to be entitled to in exchange for the products. All variable considerations that* mayaffect the total transaction price, including contractual discounts, returns, and credits, are included in net sales. Estimates for variable consideration are based on historical experience, anticipated performance, and management’s judgment. The Company’s contracts donot* contain significant financing.

Share-based Compensation

The Company recognizes the compensation cost of employee and director services received in exchange for awards of equity instruments based on the grant date estimated fair value of the awards. The Company estimates the fair value of restricted stock units (“RSUs”) and performance share awards (“PSAs”) using the value of the Company’s stock on the date of grant. Share-based compensation cost is recognized over the period during which the employee or director is required to provide service in exchange for the award and, as forfeitures occur, the associated compensation cost recognized to date is reversed. For awards with performance-based payout conditions, the Company recognizes compensation cost based on the probability of achieving the performance conditions, with changes in expectations recognized as an adjustment to earnings in the period of change. Any recognized compensation cost is reversed if the conditions are ultimatelynot met.

F-12

Income Taxes

Income taxes are recorded using an asset and liability approach that requires the recognition of deferred income tax assets and liabilities for the expected future income tax consequences of events that have been recognized in the Consolidated Financial Statements or income tax returns. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount expected to be realized. The determination of the provision for income taxes requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. The provision for income taxes primarily reflects a combination of income earned and taxed in the various United States federal, state, local, and to a lesser extent, foreign jurisdictions. Jurisdictional tax law changes, increases or decreases in permanent differences between book and tax items, accruals or adjustments of accruals for unrecognized income tax benefits or valuation allowances, and the change in the mix of earnings from these taxing jurisdictions all affect the overall effective income tax rate.

The Company records income tax reserves for federal, state, local, and international exposures relating to periods subject to audit. The development of reserves for these exposures requires judgments about tax issues, potential outcomes and timing, and is a subjective estimate. The Company assesses income tax positions and records income tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances, and information available at the reporting dates. For those income tax positions where it is more-likely-than-not that an income tax benefit will be sustained, the Company has recorded the largest amount of income tax benefit with a greater than50% likelihood of being realized upon settlement with a tax authority that has full knowledge of all relevant information. For those income tax positions where it isnot more-likely-than-not that an income tax benefit will be sustained,no income tax benefit has been recognized in the Consolidated Financial Statements.

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss includes unrealized gains and losses on derivative instruments related to the effective portion of cash flow hedges and unrecognized actuarial gains and losses of the defined benefit pension plans, both net of the related income tax effect.

Net Income per Share

Basic net income per share is computed by dividing the net income by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share is computed by giving effect to all dilutive potential shares of common stock, including RSUs and PSAs, assumed to be outstanding during the period using the treasury stock method. Performance-based PSAs are considered dilutive when the related performance conditions have been met assuming the end of the reporting period represents the end of the performance period. In periods with a net loss, all potential shares of common stock are excluded from the computation of diluted net loss per share as the impact would be antidilutive.

Net income per basic and diluted weighted-average common share outstanding was calculated as follows (in thousands, except per share amounts):

F-13

Concentrations of Credit Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of trade receivables, foreign currency forward contracts, interest rate swaps, and deferred compensation plan assets. Trade receivables generally represent a large number of customers, including municipalities, manufacturers, distributors, and contractors, dispersed across a wide geographic base. As of* December31,* 2024, one customer had a balance in excess of10% of total accounts receivable, and a different customer had a balance in excess of10% of total accounts receivable as of* December31,* 2023. Foreign currency forward contracts and interest rate swaps are with a high-quality financial institution. The Company’s deferred compensation plan assets, included in Other assets, are invested in a diversified portfolio of stock and bond mutual funds.

Recent Accounting and Reporting Developments

Accounting Changes

In* March 2023,the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)No. 2023‑01 “Leases (Topic842*): Common Control Arrangements” (“ASU2023‑01”) which requires leasehold improvements associated with common control leases be (1) amortized by the lessee over the useful life of the leasehold improvements to the common control group as long as the lessee controls the use of the underlying asset through a lease and (2) accounted for as a transfer between entities under common control through an adjustment to equity if, and when, the lesseeno longer controls the use of the underlying asset. The Company adopted ASU2023‑01 on* January**1,* 2024 and the impact wasnot material to its financial position, results of operations, or cash flows.

In* November 2023,the FASB issued ASUNo.* 2023‑07, “Segment Reporting (Topic280): Improvements to Reportable Segment Disclosures” (“ASU2023‑07”) which requires disclosure of incremental segment information, primarily through enhanced disclosures about significant segment expenses, on an annual and interim basis for all public entities. The Company adopted ASU2023‑07 for its2024 annual reporting and applied ASU2023‑07 retrospectively to all prior periods presented in the notes to the consolidated financial statements.

Recent Accounting Standards

In* October 2023,the FASB issued ASUNo.* 2023‑06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative” (“ASU2023‑06”) which incorporates certain Securities and Exchange Commission (“SEC”) disclosure requirements into the Accounting Standards Codification. The amendments will be applied prospectively and are effective when the SEC removes the related requirements from Regulations S‑X or S‑K. Any amendments the SEC doesnot remove by* June**30,* 2027 willnot be effective. As the Company is currently subject to Regulations S‑X and S‑K, it doesnot expect a material impact to its consolidated financial statements or disclosures from adoption of this guidance.

In* December 2023,the FASB issued ASUNo.* 2023‑09, “Income Taxes (Topic740): Improvements to Income Tax Disclosures” (“ASU2023‑09”) which improves the transparency, effectiveness, and comparability of income tax disclosures and allows investors to better assess, in their capital allocation decisions, how an entity’s worldwide operations and related tax risks and tax planning and operation opportunities affect its income tax rate and prospects for future cash flows. ASU2023‑09 will be applied prospectively, and will be effective for the Company’s2025 annual reporting, with early adoption permitted. The Company doesnot expect that the adoption of this guidance will have a material impact on the consolidated financial statements, other than additional disclosures in the notes to the consolidated financial statements.

In* November 2024,the FASB issued ASUNo.* 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic220‑40): Disaggregation of Income Statement Expenses” (“ASU2024‑03”) which requires public business entities to disclose additional information about specific expense categories in the notes to financial statements. ASU2024‑03 is required to be applied prospectively, and will be effective for the Company’s2027 annual reporting and for interim periods beginning in2028. Early adoption and retrospective application are permitted. The Company doesnot expect that the adoption of this guidance will have a material impact on the consolidated financial statements, other than additional disclosures in the notes to the consolidated financial statements.

F-14

Inventories consist of the following (in thousands):

Property and equipment, net consists of the following (in thousands):

All property and equipment is located in the United States, except for $17.9 million and $18.2 million of net property and equipment which is located in Mexico as of* December**31,* 2024 and2023, respectively.

Goodwill

The Company has recorded goodwill of $55.5 million as of* December31,* 2024 and2023 in connection with its business acquisitions within the Precast segment. The Company performed its annual goodwill impairment test as of* November30,* 2024, utilizing a qualitative analysis, and didnot identify that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. It is possible that future changes in circumstances, judgments, or assumptions, including prolonged economic weakness or unexpected significant declines in Precast operating results or projections,* may*result in goodwill impairment charges in the future.

F-15

Intangible Assets

Intangible assets consist of the following (in thousands):

The estimated amortization expense for each of the nextfive years and thereafter is as follows (in thousands):

The Interim Funding Agreement dated* August2,* 2022 with Wells Fargo Equipment Finance, Inc. (“WFEF”), as amended* January23,* 2023, * March15,* 2023, * July21,* 2023, and* November2,* 2023 (together, the “IFA”), provided for aggregate interim funding advances up to $10.8 million of equipment purchased for a new reinforced concrete pipe mill, and was converted into a term loan in* October 2024.See Note8,* “Long-term Debt”, for additional information. As of* December31,* 2023, the outstanding balance of the IFA was $10.8 million, which was classified as a current liability since there wasnot a firm commitment for long-term debt financing. As of* December31,* 2023, the IFA bore interest at the term Secured Overnight Finance Rate (“SOFR”) plus 1.75%, and the weighted-average interest rate for outstanding borrowings was 7.08%. The IFA required monthly payments of accrued interest and granted a security interest in the equipment to WFEF. Effective* November2,* 2023, the IFA required the Company to maintain a consolidated senior leverage rationo greater than 3.00 to1.00 (subject to certain exceptions) and a minimum consolidated earnings before interest, taxes, depreciation, and amortization (“EBITDA”) (as defined in the IFA) of at least $35 million for thefour consecutive fiscal quarters most recently ended.

The Credit Agreement dated* June30,* 2021 with Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, and the lenders from time to time party thereto, including the initial sole lender, Wells Fargo (the “Lenders”), as amended by the Incremental Amendment dated* October22,* 2021, the Second Amendment to Credit Agreement dated* April29,* 2022, and the Third Amendment to Credit Agreement dated* June29,* 2023 (together, the “Amended Credit Agreement”), provides for a revolving loan, swingline loan, and letters of credit in the aggregate amount of up to $125 million (“Revolver Commitment”), with an option for the Company to increase that amount by $50 million, subject to provisions of the Amended Credit Agreement. The Amended Credit Agreement will expire, and all obligations outstanding will mature, on* June**29,* 2028. The Company* may*prepay outstanding amounts at its discretion without penalty at any time, subject to applicable notice requirements.

F-16

The Amended Credit Agreement contains customary representations and warranties, as well as customary affirmative and negative covenants, events of default, and indemnification provisions in favor of the Lenders. The negative covenants include restrictions regarding the incurrence of liens and indebtedness, annual capital expenditures, certain investments, acquisitions, and dispositions, and other matters, all subject to certain exceptions. The Amended Credit Agreement requires the Company to regularly provide financial information to Wells Fargo and to maintain a consolidated senior leverage rationo greater than 3.00 to1.00 (subject to certain exceptions) and a minimum consolidated EBITDA (as defined in the Amended Credit Agreement) of at least $35 million for thefour consecutive fiscal quarters most recently ended. Pursuant to the Amended Credit Agreement, the Company has also agreed that it willnot sell, assign, or otherwise dispose or encumber, any of its owned real property. The occurrence of an event of default could result in the acceleration of the obligations under the Amended Credit Agreement. The Company was in compliance with its financial covenants as of* December**31,* 2024.

The Company’s obligations under the Amended Credit Agreement are secured by a senior security interest in substantially all of the Company’s and its subsidiaries’ assets.

Interest expense from revolving loan borrowings, current debt, long-term debt, and finance leases was $5.7 million, net of amounts capitalized of $1.0 million in2024, $4.9 million, net of amounts capitalized of $0.5 million in2023, and $3.6 million, net of a nominal amount capitalized in2022.

Line of Credit (Revolving and Swingline Loans)

As of* December31,* 2024 under the Amended Credit Agreement, the Company had $24.7 million of outstanding revolving loan borrowings, $1.6 million of outstanding letters of credit, and additional borrowing capacity of approximately $99 million. As of* December31,* 2023 under the Amended Credit Agreement, the Company had $54.5 million of outstanding revolving loan borrowings and $1.1 million of outstanding letters of credit. Revolving loans under the Amended Credit Agreement bear interest at rates related to, at the Company’s option and subject to the provisions of the Amended Credit Agreement, either: (i) Base Rate (as defined in the Amended Credit Agreement) plus the Applicable Margin; (ii) Adjusted Term SOFR (as defined in the Amended Credit Agreement) plus the Applicable Margin; or (iii) Adjusted Daily Simple SOFR (as defined in the Amended Credit Agreement) plus the Applicable Margin. The “Applicable Margin” is 1.75% to 2.35%, depending on the Company’s Consolidated Senior Leverage Ratio (as defined in the Amended Credit Agreement) and the interest rate option chosen. Interest on outstanding revolving loans is payable monthly. Swingline loans under the Amended Credit Agreement bear interest at the Base Rate plus the Applicable Margin. As of* December**31,* 2024 and2023, the weighted-average interest rate for outstanding borrowings was 6.68% and 7.43%, respectively. The Amended Credit Agreement requires the payment of a commitment fee of between 0.30% and 0.40%, based on the amount by which the Revolver Commitment exceeds the average daily balance of outstanding borrowings (as defined in the Amended Credit Agreement). Such fee is payable monthly in arrears. The Company is also obligated to pay additional fees customary for credit facilities of this size and type.

On* October28,* 2024, the Company converted the outstanding balance of the IFA into a $15 million term loan with WFEF that was used to fund the Company’s new reinforced concrete pipe mill. The term loan matures on* October28,* 2029, bears interest at the SOFR Average (as defined in the term loan) plus 2.22%, is payable in monthly installments of $0.3 million plus accrued interest, and is secured by the pipe mill equipment. As of* December**31,* 2024, the outstanding balance of the term loan was $14.5 million and the weighted-average interest rate for outstanding borrowings was 6.90%. The term loan* maybe prepaid in full at any time provided that the Company pays a prepayment fee equal to 2% of the outstanding principal balance if repaid in thefirst* 30 months of the loan.

F-17

Future principal payments of long-term debt are as follows (in thousands):

The following table summarizes the Company’s leases recorded on the Consolidated Balance Sheets (in thousands):

Lease cost consists of the following (in thousands):

F-18

The future payments of lease liabilities as of* December**31,* 2024 are as follows (in thousands):

The following table summarizes the lease terms and discount rates for the lease liabilities:

The following table presents other information related to the operating and finance leases (in thousands):

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability, in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants at the measurement date.

F-19

The authoritative guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value intothree broad levels. These levels are: Level1 (inputs are quoted prices in active markets for identical assets or liabilities); Level2 (inputs are other than quoted prices that are observable, either directly or indirectly through corroboration with observable market data); and Level3 (inputs are unobservable, with little orno market data that exists, such as internal financial forecasts). The Company is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The following table summarizes information regarding the Company’s financial assets and liabilities that are measured at fair value on a recurring basis (in thousands):

The deferred compensation plan assets consist of cash and several publicly traded stock and bond mutual funds, valued using quoted market prices in active markets, classified as Level1 within the fair value hierarchy, as well as guaranteed investment contracts, valued at principal plus interest credited at contract rates, classified as Level2 within the fair value hierarchy. Deferred compensation plan assets are included within Other assets in the Consolidated Balance Sheets.

The foreign currency forward contracts and interest rate swaps are derivatives valued using various pricing models or discounted cash flow analyses that incorporate observable market parameters, such as interest rate yield curves and currency rates, and are classified as Level2 within the fair value hierarchy. Derivative valuations incorporate credit risk adjustments that are necessary to reflect the probability of default by the counterparty or the Company. The foreign currency forward contracts and interest rate swaps are presented at their gross fair values. Foreign currency forward contract and interest rate swap assets are included within Prepaid expenses and other and foreign currency forward contract liabilities are included within Accrued liabilities in the Consolidated Balance Sheets.

The net carrying amounts of cash and cash equivalents, trade and other receivables, accounts payable, accrued liabilities, and current debt approximate fair value due to the short-term nature of these instruments. The net carrying amount of the borrowings on the line of credit approximates fair value due to its variable interest rate based on current market rates. The Company is obligated to repay the carrying value of the Company’s long-term debt. The fair value of the Company’s long-term debt is calculated using interest rates for the Company’s existing debt arrangements which are classified as Level2 inputs within the fair value hierarchy. As of* December**31,* 2024, the fair value of the Company’s long-term debt approximates the carrying value due to its variable interest rate based on current market rates.

F-20

For each derivative entered into in which the Company seeks to obtain cash flow hedge accounting treatment, the Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking the hedge transaction, the nature of the risk being hedged, how the hedging instrument’s effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively, and a description of the method of measuring ineffectiveness. This process includes linking all derivatives to specific firm commitments or forecasted transactions and designating the derivatives as cash flow hedges. The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items. The effective portion of these hedged items is reflected in Unrealized gain (loss) on cash flow hedges on the Consolidated Statements of Comprehensive Income. If it is determined that a derivative isnot highly effective, or that it has ceased to be a highly effective hedge, the Company is required to discontinue hedge accounting with respect to that derivative prospectively.

As of* December31,* 2024, the total notional amount of the foreign currency forward contracts was $4.5 million (CAD$6.5 million) and $1.1 million (EUR€1.1 million), which included $3.4 million (CAD$4.8 million) and $1.1 million (EUR€1.1 million) of foreign currency forward contractsnot designated as cash flow hedges. As of* December31,* 2023, the total notional amount of the foreign currency forward contracts was $5.1 million (CAD$6.7 million) and $1.2 million (EUR€1.1 million), which included $4.9 million (CAD$6.4 million) and $1.2 million (EUR€1.1 million) of foreign currency forward contractsnot designated as cash flow hedges. As of* December**31,* 2024, the Company’s foreign currency forward contracts mature at various dates through* May 2026* and are subject to an enforceable master netting arrangement.

The Company has entered into interest rate swaps which effectively convert a portion of its variable-rate debt to fixed-rate debt and are designated as cash flow hedges. For thefirst cash flow hedge, the Company received floating interest payments monthly based on SOFR and paid a fixed rate of 1.941% to the counterparty on the total notional amount of $6.7 million as of* December31,* 2023, which amortized ratably on a monthly basis tozero by the* April 2024maturity date. For thesecond* cash flow hedge, beginning* April3,* 2023, the Company receives floating interest payments monthly based on the SOFR Average30 day and pays a fixed rate of 2.96% to the counterparty on the total notional amount of $10.0 million and $13.0 million as of* December31,* 2024 and2023, respectively, which amortizes ratably on a monthly basis tozero by the* April 2028maturity date. For thethird* cash flow hedge, beginning* June30,* 2024, the Company receives floating interest payments monthly based on SOFR and pays a fixed rate of 5.10% to the counterparty on the total notional amount of $20.0 million as of* December 31,2024, which amortized ratably on a monthly basis to $20 million through December 2024,and matures in June 2025.*

The following table summarizes the gains (losses) recognized on derivatives in the Consolidated Financial Statements (in thousands):

As of* December**31,* 2024, unrealized pretax gains on outstanding cash flow hedges in Accumulated other comprehensive loss was $0.1 million, of which approximately $0 is expected to be reclassified to Interest expense within the nexttwelve months as a result of underlying hedged transactions also being recorded in this line item. See Note18, “Accumulated Other Comprehensive Loss” for additional quantitative information regarding foreign currency forward contract and interest rate swap gains and losses.

F-21

Share Repurchase Program

On* November**2,* 2023, the Company announced its authorization of a share repurchase program of up to $30 million of its outstanding common stock. The program doesnot commit to any particular timing or quantity of purchases, and the program* maybe suspended or discontinued at any time. Under the program, shares maybe purchased in open market, including through plans adopted pursuant to Rule10b5‑1* of the Securities Exchange Act of1934, as amended, or in privately negotiated transactions administered by its broker, D.A. Davidson Companies. As of the date of this filing, the Company’s share repurchase transactions have only been conducted under the Rule10b5‑1 trading plan it executed in* November 2023,which designated up to $10 million for daily share repurchases with volumes that fluctuated with changes in the trading price of its common stock. The Company’s Rule10b5‑1* trading plan was terminated in* December 2024.*

During the years ended* December31,* 2024 and2023, the Company repurchased approximately 145,000 shares and 29,000 shares, respectively, of the Company’s common stock for an aggregate amount of $4.3 million and $0.8 million, respectively. There wereno share repurchases authorized during the year ended* December31,* 2022. As of* December**31,* 2024, $24.9 million of the share repurchase authorization remained available for repurchases under this program.

Defined Contribution Plan

The Company has a defined contribution retirement plan that covers substantially all of its employees and provides for a Company match of up to 50% of thefirst 8% of employee contributions to the plan, subject to certain limitations.

Defined Benefit Plans

The Company hastwo noncontributory defined benefit plans. Effective2001, both plans were frozen and participants were fully vested in their accrued benefits as of the date each plan was frozen.No additional participants can be added to the plans andno additional service can be earned by participants subsequent to the date the plans were frozen. The funding policy for both of these plans is based on current plan costs plus amortization of the unfunded plan liability.

As of* December31,* 2024 and2023, the Company had recorded, in accordance with the actuarial valuations, an accrued pension asset of $0.9 million and $0.5 million, respectively, in Other long-term assets, and an unrecognized actuarial loss, net of tax, of $0.9 million and $1.2 million, respectively, in Accumulated other comprehensive loss. Additionally, as of* December31,* 2024 and2023, the projected and accumulated benefit obligation was $4.3 million and $4.6 million, respectively, and the fair value of plan assets was $5.2 million and $5.1 million, respectively.

The net periodic benefit cost was approximately $0, approximately $0, and $0.1 million for each of the years ended* December31,* 2024,2023, and2022, respectively. The weighted-average discount rates used to measure the projected benefit obligation were 5.33% and 4.69% as of* December31,* 2024 and2023, respectively.

The plan assets are invested in pooled separate accounts stated at fair value based on the daily net asset value of the account and are thereforenot categorized in the fair value hierarchy. The expected weighted-average long-term rate of return on plan assets was 7.00% as of* December**31,* 2024 and2023.

Non-qualified Retirement Savings Plan

The Company has a deferred compensation plan that covered officers and selected highly compensated employees until it was frozen in2016. As of* December**31,* 2024 and2023, deferred compensation plan balances of $3.8 million and $3.9 million, respectively, were recorded in Other assets and Other long-term liabilities.

Total expense for all retirement plans for the years ended* December**31,* 2024,2023, and2022 was $2.6 million, $2.5 million, and $2.2 million, respectively, and is primarily related to the defined contribution plan.

F-22

The Company hasone active stock incentive plan for employees and directors, the2022 Stock Incentive Plan, which provides for awards of stock options to purchase shares of common stock, stock appreciation rights, restricted and unrestricted shares of common stock, RSUs, and PSAs. In addition, the Company hadone inactive stock incentive plan, the2007 Stock Incentive Plan, under which previously granted awards vested on* April**1,* 2024.

The following table summarizes share-based compensation expense recorded (in thousands):

There were 591,806 shares of common stock available for future issuance under the Company’s stock incentive plan as of* December**31,* 2024, assuming the outstanding PSAs vest at the target level of 100%.

Restricted Stock Units and Performance Share Awards

The Company’s stock incentive plan provides for equity instruments, such as RSUs and PSAs, which grant the right to receive a specified number of shares at specified times. RSUs and PSAs are service-based awards that vest according to the terms of the grant. PSAs have performance-based payout conditions.

The following table summarizes the Company’s RSU and PSA activity:

The unvested balance of RSUs and PSAs as of* December**31,* 2024 includes approximately 180,000 PSAs at the target level of 100%. The vesting of these awards is subject to the achievement of specified performance-based conditions, and the actual number of common shares that will ultimately be issued will be determined by multiplying this number of PSAs by a payout percentage ranging from 0 -200%.

The weighted-average grant date fair value of RSUs and PSAs granted during the years ended* December31,* 2024,2023, and2022 was $34.68, $28.41, and $30.68, respectively. The total fair value of RSUs and PSAs vested during the years ended* December31,* 2024,2023, and2022 was $4.1 million, $4.4 million, and $2.4 million, respectively.

F-23

Based on the estimated level of achievement of the performance targets associated with the PSAs as of* December**31,* 2024, unrecognized compensation expense related to the unvested portion of the Company’s RSUs and PSAs was $3.8 million, which is expected to be recognized over a weighted-average period of 1.5 years.

Stock Awards

For the years ended* December**31,* 2024,2023, and2022, stock awards of 14,424 shares,15,904 shares, and 11,380 shares, respectively, were granted to non-employee directors, which vested immediately upon issuance. The Company recorded compensation expense based on the weighted-average fair market value per share of the awards on the grant date of $33.27 in2024, $29.51 in2023, and $30.75 in2022.

Portland Harbor Superfund Site

In2000, a section of the lower Willamette River known as the Portland Harbor Superfund Site was included on the National Priorities List at the request of the United States Environmental Protection Agency (“EPA”). While the Company’s Portland, Oregon manufacturing facility doesnot border the Willamette River, an outfall from the facility’s stormwater system drains into a neighboring property’s privately owned stormwater system and slip. Also in2000, the Company was notified by the EPA and the Oregon Department of Environmental Quality (“ODEQ”) of potential liability under the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”). A remedial investigation and feasibility study of the Portland Harbor Superfund Site was directed by a group of 14 potentially responsible parties (“PRPs”) known as the Lower Willamette Group, under agreement with the EPA. The EPA finalized the remedial investigation report in2016, and the feasibility study in2016, which identified multiple remedial alternatives. In2017, the EPA issued its Record of Decision (“ROD”) selecting the remedy for cleanup at the Portland Harbor Superfund Site, which it believes will cost approximately $1 billion at net present value and 13 years to complete. These costs are likely to increase given remediation willnot be implemented for several years. In* November 2024,the Company wasone* of approximately 60 PRPs to receive a Special Notice Letter from the EPA. The terms of the letter are confidential, however the EPA has publicly recommended that recipients coordinate their responses in groups. The agency also expressed its intent is to obtain a commitment from named PRPs of their intent to negotiate towards a Consent Decree that is aligned with the ROD. The EPA has commented that it continues to expect settlement negotiations to take approximatelytwo years, and it hasnot yet determined who is responsible for the costs of cleanup or how the cleanup costs will be allocated among the more than 150 PRPs. Because of the large number of PRPs and the variability in the range of remediation alternatives, the Company is unable to estimate an amount or an amount within a range of costs for its obligation with respect to the Portland Harbor Superfund Site matters, andno liability has been recorded as of the date of this filing.

The ODEQ is separately providing oversight of voluntary investigations and source control activities by the Company involving the Company’s site, which are focused on controlling any current “uplands” releases of contaminants into the Willamette River.No liabilities have been established in connection with these investigations because the extent of contamination and the Company’s responsibility for the contamination havenot yet been determined.

Concurrent with the activities of the EPA and the ODEQ, the Portland Harbor Natural Resources Trustee Council (“Trustees”) sent some or all of the same parties, including the Company, a notice of intent to perform a Natural Resource Damage Assessment (“NRDA”) for the Portland Harbor Superfund Site to determine the nature and extent of natural resource damages under CERCLA Section107. The Trustees for the Portland Harbor Superfund Site consist of representatives from several Northwest Indian Tribes,three federal agencies, andone state agency. The Trustees act independently of the EPA and the ODEQ. The Trustees have encouraged PRPs to voluntarily participate in the funding of their injury assessments and several of those parties have agreed to do so. In2014, the Company agreed to participate in the injury assessment process, which included funding $0.4 million of the assessment. The Company hasnot assumed any additional payment obligations or liabilities with the participation with the NRDA, nor does the Company expect to incur significant future costs in the resolution of the NRDA.

In2017, the Confederated Tribes and Bands of the Yakama Nation, a Trustee until they withdrew from the council in2009, filed a complaint against the PRPs including the Company to recover costs related to their own injury assessment and compensation for natural resources damages. The case has been stayed until2025, and the Company doesnot have sufficient information at this time to determine the likelihood of a loss in this matter or the amount of damages that could be allocated to the Company.

F-24

The Company has insurance policies for defense costs, as well as indemnification policies it believes will provide reimbursement for the remediation assessed. However, the Company can provideno assurance that those policies will cover all of the costs which the Company* may*incur.

All Sites

The Company operates its facilities under numerous governmental permits and licenses relating to air emissions, stormwater runoff, and other environmental matters. The Company’s operations are also governed by many other laws and regulations, including those relating to workplace safety and worker health, principally the Occupational Safety and Health Act and regulations thereunder which, among other requirements, establish noise and dust standards. The Company believes it is in material compliance with its permits and licenses and these laws and regulations, and the Company doesnot believe that future compliance with such laws and regulations will have a material adverse effect on its financial position, results of operations, or cash flows.

Other Contingencies and Legal Proceedings

From time to time, the Company is party to a variety of legal actions, including claims, suits, complaints, and investigations arising out of the ordinary course of its business. The Company maintains insurance coverage against potential claims in amounts that are believed to be adequate. To the extent that insurance doesnot cover legal, defense, and indemnification costs associated with a loss contingency, the Company records accruals when such losses are considered probable and reasonably estimable. The Company believes that it isnot presently a party to legal actions, the outcomes of which would have a material adverse effect on its business, financial condition, results of operations, or cash flows.

Commitments

As of* December31,* 2024, the Company’s commitments include approximately $1.1 million remaining relating to its investment in the primary component of the new reinforced concrete pipe mill which remained unpaid as of* December31,* 2024.

Guarantees

The Company has entered into certain letters of credit that total $1.6 million as of* December**31,* 2024. The letters of credit relate to workers’ compensation insurance and a public improvement project.

Net sales by geographic region, based on the location of the customer, were as follows (in thousands):

No SPP customer accounted for more than10% of total net sales for the year ended* December31,* 2024. One SPP customer accounted for 10% and 12% of total net sales for the years ended* December31,* 2023 and2022, respectively. No Precast customer accounted for more than10% of total net sales for the years ended* December**31,* 2024,2023, and2022.

Net revisions in contract estimates resulted in an increase (decrease) in SPP net sales of $4.5 million, ($1.1) million, and ($0.6) million for the years ended* December**31,* 2024,2023, and2022, respectively.

F-25

Disaggregation of Revenue

The following table disaggregates revenue by recognition over time or at a point in time, as the Company believes it best depicts how the nature, amount, timing, and uncertainty of its revenue and cash flows are affected by economic factors (in thousands):

Contract Assets and Contract Liabilities

The difference between the opening and closing balances of the Company’s contract assets and contract liabilities primarily results from the timing difference between the Company’s performance and billings. Certain amounts in the prior year summaries of changes below have been reclassified to conform to the current year presentation, withno impacts to beginning and ending balances. These reclassifications hadno effect on the Company’s financial position, results of operations, or cash flows.

The following is a summary of the changes in contract assets and contract liabilities (in thousands):

The Company recognized revenue that was included in the contract liabilities balance at the beginning of each period of $20.6 million, $17.0 million, and $2.7 million during the years ended* December**31,* 2024,2023, and2022, respectively.

Backlog

Backlog represents the balance of remaining performance obligations under signed contracts for SPP water infrastructure steel pipe products for which revenue is recognized over time. As of* December**31,* 2024, backlog was $213 million. The Company expects to recognize approximately 79% of the remaining performance obligations in 2025,20% in 2026, and the balance thereafter.

F-26

The United States and foreign components of Income before income taxes are as follows (in thousands):

The components of Income tax expense are as follows (in thousands):

The difference between the Company’s effective income tax rate and the federal statutory income tax rate is explained as follows (dollar amounts in thousands):

F-27

The income tax effect of temporary differences that give rise to significant portions of deferred income tax assets and liabilities is presented below (in thousands):

In assessing the ability to realize deferred income tax assets, management considers whether it is more likely thannot that some portion or all of the deferred income tax assets willnot be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, taxable income in carryback periods, and tax planning strategies in making this assessment. The Company believes it is more likely thannot it will realize the benefits of its deductible differences as of* December31,* 2024, net of any valuation allowance. As of* December31,* 2024, the Company continues to maintain a valuation allowance on federal tax credits and select state jurisdictions.

As of* December31,* 2024, the Company had approximately $0.2 million of federal income tax credit carryforwards, which expire on various dates between 2025 and 2026. As of* December31,* 2024, the Company also had approximately $15.4 million of state net operating loss carryforwards, which expire on various dates between 2025 and 2036, and state income tax credit carryforwards of $4.3 million, which began to expire in 2024. As of* December**31,* 2024, the Company also had approximately $7.2 million of foreign net operating loss carryforwards, which expire on various dates between 2025 and 2033.

The Company files income tax returns in the United States Federal jurisdiction, in a limited number of foreign jurisdictions, and in many state jurisdictions. With few exceptions, the Company isno longer subject to United States Federal, state, or foreign income tax examinations for years before 2020.

F-28

A summary of the changes in the unrecognized income tax benefits associated with uncertain income tax positions is presented below (in thousands):

During the year ended* December**31,* 2024, the Company recorded a reduction in the uncertain income tax positions due to the lapse of the statute of limitations of $2.3 million. Additional unrecognized tax benefits, including interest, related to uncertain income tax positions* maybe affected by expiring statutes of limitations within the nexttwelve* months. Effectively all of the unrecognized income tax benefits would affect the Company’s effective income tax rate if recognized at some point in the future.

The Company recognizes interest and penalties related to uncertain income tax positions in Income tax expense. As of* December**31,* 2024 and2023, the Company had $0.2 million and $0.4 million, respectively, of accrued interest related to uncertain income tax positions. Total interest for uncertain income tax positions didnot change materially in2024,2023, or2022.

Accumulated other comprehensive loss consists of the following (in thousands):

F-29

The following table summarizes changes in the components of Accumulated other comprehensive loss (in thousands). All amounts are net of income tax:

F-30

The following table provides additional detail about Accumulated other comprehensive loss components that were reclassified to the Consolidated Statements of Operations (in thousands):

The operating segments reported below are based on the nature of the products sold and the manufacturing process used by the Company and are the segments of the Company for which discrete financial information is available and for which operating results are regularly evaluated by the Company’s CODM, its Chief Executive Officer.

The Company’s Engineered Steel Pressure Pipe (SPP) segment manufactures large-diameter, high-pressure steel pipeline systems for use in water infrastructure applications, which are primarily related to drinking water systems. These products are also used for hydroelectric power systems, wastewater systems, seismic resiliency, and other applications. In addition, SPP makes products for industrial plant piping systems and certain structural applications. SPP has manufacturing facilities located in Portland, Oregon; Adelanto and Tracy, California; Parkersburg, West Virginia; Saginaw, Texas; St. Louis, Missouri; and San Luis Río Colorado, Mexico.

The Company’s Precast Infrastructure and Engineered Systems (Precast) segment manufactures stormwater and wastewater technology products, high-quality precast and reinforced concrete products, including reinforced concrete pipe, manholes, box culverts, vaults, and catch basins, pump lift stations, oil water separators, biofiltration units, and other environmental and engineered solutions. Precast has manufacturing facilities located in Dallas, Houston, and San Antonio, Texas; and Orem, Salt Lake City, and St. George, Utah.

F-31

The CODM uses gross profit to assess performance of each segment by comparing actual gross profit results to historical results and previously forecasted financial information, and to determine allocation of operating and capital resources. The Company doesnot allocate selling, general, and administrative expenses, interest, other non-operating income or expense items, or taxes to segments, and there areno intersegment revenues. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies.

The following table summarizes net sales, cost of sales, and gross profit based on the Company’s reportable segments (in thousands):

The Company’s total assets arenot presented for each reportable segment as they arenot reviewed by, nor otherwise regularly provided to, the CODM.

Schedule II

NORTHWEST PIPE COMPANY

VALUATION AND QUALIFYING ACCOUNTS

(Dollars in thousands)

S-1

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 27th day of February 2025.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated, on the 27th day of February 2025.