BROADWIND, INC.

BROADWIND, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025 and 2024

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

Broadwind, Inc. (the “Company”) is a precision manufacturer of structures, equipment and components for power generation, critical infrastructure, and other specialized applications. The Company provides technologically advanced high value products to customers with complex systems and stringent quality standards that operate in energy, mining and infrastructure sectors, primarily in the United States of America (the “U.S.”). The Company’s most significant presence is within the U.S. wind energy industry, although the Company has increasingly diversified into other industrial markets. Within the U.S. wind energy industry, the Company provides products primarily to turbine manufacturers. The Company also provides precision gearing and heavy fabrications to a broad range of industrial customers for oil and gas (“O&G”), power generation, mining, steel and other industrial applications, in addition to supplying components for natural gas turbines. The Company hasthree reportable operating segments: Heavy Fabrications, Gearing, and Industrial Solutions.

Heavy Fabrications

The Company provides large, complex and precision fabrications to customers; historically in a broad range of industrial markets. The Company’s most significant presence is within the U.S. wind energy industry where the Company provides steel towers and repowering adapters primarily to wind turbine manufacturers. The Company streamlined its operations within this segment during the year ended* December 31,*2025, selling its industrial fabrication operations in Manitowoc, Wisconsin and consolidating its remaining segment operations to the Company’s production facility in Abilene, Texas. The Abilene facility has an annual wind tower production capacity of up to approximately 220 towers (660 tower sections), sufficient to support turbines generating more than800 MW of power (assuming a3 MW tower). The Company’s Heavy Fabrications operations also manufacture a proprietary mobile, modular pressure reducing system (“PRS”) for the compressed natural gas virtual pipeline market.

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Gearing

The Company provides gearing, gearboxes and precision machined components to a broad set of customers in diverse markets including; power generation, onshore and offshore oil and gas (“O&G”) fracking and drilling, material handling, wind energy, surface and underground mining, steel, infrastructure, marine, defense, and other industrial markets. The Company provides gearbox repair services and has manufactured loose gearing, gearboxes and systems, and provided heat treat services for aftermarket and Original Equipment Manufacturers (“OEM”) applications for a century. The Company uses an integrated manufacturing process, which includes machining and finishing processes in addition to gearbox repair in Cicero, Illinois, and heat treatment and gearbox repair in Neville Island, Pennsylvania.

Industrial Solutions

The Company provides supply chain solutions, light fabrication, inventory management, kitting and assembly services, primarily serving the combined cycle natural gas turbine market. The Company supports the U.S. wind power generation market, by providing tower internals kitting solutions for on-site installations, as OEMs domesticate their supply chain due to lead time and reliability issues. The Company leverages a global supply chain to provide instrumentation & controls, valve assemblies, sensor devices, fuel system components, electrical junction boxes & wiring, and electromechanical devices. The Company also provides packaging solutions and fabricates panels and sub-assemblies to reduce customers’ costs, improve manufacturing velocity and reliability.

Liquidity

The Company meets its short term liquidity needs through cash generated from operations, its available cash balances, through its2022 Credit Facility (as defined and further discussed in Note11 “Debt and Credit Agreements” of these consolidated financial statements), equipment financing, access to the public and private debt and/or equity markets, and has the option to raise capital under the Company’s registration statement on Form S-3 (as discussed below), and proceeds from sales of Advanced Manufacturing Production tax credits (“AMP credits”) (discussed in Note8 “AMP Credits” of these consolidated financial statements). The Company uses the2022 Credit Facility to fund working capital requirements. Under the2022 Credit Facility, borrowings are continuous and all cash receipts are usually applied to the outstanding borrowed balance. As of* December 31, 2025*, cash totaled $456. The Company had the ability to borrow an additional $24,456** under the2022 Credit Facility as of December 31, 2025.

The Company also utilizes supply chain financing arrangements as a component of its funding for working capital, which accelerates receivable collections and helps to better manage cash flow. Under these agreements, the Company has agreed to sell certain of its accounts receivable balances to banking institutions who have agreed to advance amounts equal to the net accounts receivable balances due, less a discount as set forth in the respective agreements. The balances under these agreements are accounted for as sales of accounts receivable, as they are sold without recourse. Cash proceeds from these agreements are reflected as operating activities included in the change in accounts receivable in the Company's consolidated statements of cash flows. Fees incurred in connection with the agreements are recorded as interest expense by the Company.

During the years ended* December 31, 2025* and* December 31, 2024*, the Company sold account receivables totaling $77,426** **and $56,632, respectively, related to supply chain financing arrangements, of which customers’ financial institutions applied discount fees totaling $1,909 and $1,474, respectively.

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Debt and finance lease obligations at* December 31, 2025* totaled $14,723, which includes current outstanding debt and finance lease obligations totaling $7,147. The Company's outstanding debt includes $4,982 outstanding from the senior secured term loan under the2022 Credit Facility. The Company had $3,901** drawn on the senior secured revolving credit facility as of December 31, 2025. The Company also has outstanding notes payable for capital expenditures in the amount of $1,247 and $1,618 as of* December 31, 2025and2024*, respectively, with $396 and $371 included in the “Line of credit and current maturities of long-term debt” line item of the Company’s consolidated financial statements as of* December 31, 2025and2024*, respectively.

On* September 22, 2023,the Company filed a shelf registration statement on Form S-3, which was declared effective by the Securities and Exchange Commission (the “SEC”) on October 12, 2023 (the “Form S-3”), replacing a prior shelf registration statement which expired on October 12, 2023.This shelf registration statement, which expires on October 12, 2026and includes a base prospectus, allows the Company to offer any combination of securities described in the prospectus inone* or more offerings. Unless otherwise specified in the prospectus supplement accompanying the base prospectus, the Company would use the net proceeds from the sale of any securities offered pursuant to the shelf registration statement for general corporate purposes.

On* September 12, 2022,the Company entered into a Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC and HC Wainwright & Co., LLC (collectively, the “Agents”). Pursuant to the terms of the Sales Agreement, the Company maysell from time to time through the Agents shares of the Company’s common stock, par value $0.001 per share with an aggregate sales price of up to $12,000. The Company will pay a commission to the Agents of 2.75% of the gross proceeds of the sale of the shares sold under the Sales Agreement and reimburse the Agents for the expenses incident to the performance of their obligations under the Sales Agreement. During the year ended December 31, 2022,the Company issued 100,379 shares of the Company’s common stock under the Sales Agreement and the net proceeds (before upfront costs) to the Company from the sale of the Company’s common stock were approximately $323 after deducting commissions paid of approximately $9 and before deducting other expenses of $93.No shares of the Company’s common stock were issued under the Sales Agreement during the years ended December 31, 2025* and2024. As of* December 31, 2025*, shares of the Company’s common stock having a value of approximately $11,667 remained available for issuance under the Sales Agreement. Any additional shares offered and sold under the Sales Agreement are to be issued pursuant to the Form S-3 and a424(b) prospectus supplement.

The Company anticipates that current cash resources, amounts available under the2022 Credit Facility, sales of shares under the Sales Agreement, cash to be generated from operations and equipment financing, any potential proceeds from the sale of further Company securities under the Form S-3, and proceeds from sales of AMP credits will be adequate to meet the Company’s liquidity needs for at least the nexttwelve months.

Reclassifications

Certain prior year amounts, which arenot material, have been reclassified to conform to current year presentation in the consolidated financial statements and the notes to the consolidated financial statements.

Summary of Significant Accounting Policies

Management’s Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. (“GAAP”) requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the reported period. Significant estimates, among others, include inventory reserves, warranty reserves, impairment of long-lived assets, allowance for credit losses, and valuation allowances on deferred taxes. Although these estimates are based upon management’s best knowledge of current events and actions that the Company* may*undertake in the future, actual results could differ from these estimates.

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Cash

As of* December 31, 2025* and* December 31, 2024*, cash totaled $456** and $7,721, respectively. For the years ended December 31, 2025and2024, interest income was $8** **and $7, respectively.

Revenue Recognition

Revenues are generally recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Control is typically transferred upon shipment or delivery depending on the terms of the contract or under the terms of the bill and hold arrangements discussed below. A performance obligation is a promise in a contract to transfer a distinct product or service to the customer. Customer deposits, deferred revenue and other receipts are deferred and recognized when the revenue is realized and earned. Cash payments to customers are presumed to be classified as reductions of revenue in the Company’s statement of operations.

For substantially all tower sales within the Company’s Heavy Fabrications segment, as well as certain sales within our Gearing segment, products are sold under terms included in bill and hold sales arrangements that result in different timing for revenue recognition versus shipment. The Company recognizes revenue under these arrangements only when there is a substantive reason for the agreement, the ordered goods are identified separately as belonging to the customer andnot available to fill other orders, the goods are currently ready for physical transfer to the customer, and the Company doesnot have the ability to use the product or to direct it to another customer. Assuming these required revenue recognition criteria are met, revenue is recognized upon completion of product manufacture and customer acceptance.

During** 2025 and2024, the Company also recognized revenue over time, versus point in time, when products in the Heavy Fabrications segments hadno alternative use to the Company and the Company had an enforceable right to payment, including profit, upon termination of the contract by the customer. Since the projects are labor intensive, the Company uses labor hours as the input measure of progress for the contract. Contract assets are recorded when performance obligations are satisfied but the Company isnot yet entitled to payment. The Company recognizes contract assets associated with this revenue which represents its rights to consideration for work completed butnot billed at the end of the period.

Cost of Sales

Cost of sales represents all direct and indirect costs associated with the production of products for sale to customers. These costs include operation, repair and maintenance of equipment, materials, direct and indirect labor and benefit costs, rent and utilities, maintenance, insurance, equipment rentals, freight, and depreciation. AMP credits and related discounts and administrative fees are also recognized in cost of sales. See “AMP Credits” discussion below in this “Summary of Significant Accounting Policies” for further details.

Selling, General and Administrative Expenses

Selling, general and administrative (“SG&A”) expenses include all corporate and administrative functions such as sales and marketing, legal, human resource management, finance, investor and public relations, information technology and senior management. These functions serve to support the Company’s current and future operations and provide an infrastructure to support future growth. Major expense items in this category include management and staff wages and benefits, share-based compensation and professional services.

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Accounts Receivable (A/R)

The Company generally grants uncollateralized credit to customers on an individual basis based upon the customer’s financial condition and credit history. Credit is typically on net30 day terms and customer deposits are frequently required at various stages of the production process to finance customized products and minimize credit risk.

Historically, the Company’s A/R is highly concentrated with a select number of customers. During the year ended* December 31, 2025*, the Company’sfive largest customers accounted for 80% of its consolidated revenues and 59% of outstanding A/R balances, compared to the year ended* December 31, 2024* when the Company’sfive largest customers accounted for 73% of its consolidated revenues and 50% of its outstanding A/R balances.

The Company had an accounts receivable balance of $19,231 at* December 31, 2023.*

Allowance for Credit Losses

Beginning* January 1, 2023,*the Company assessed and recorded an allowance for credit losses using the current expected credit loss (“CECL”) model. The adjustment for credit losses to management’s current estimate is recorded in net income as credit loss expense. All credit losses were on trade receivables and/or contract assets arising from the Company’s contracts with customers.

The Company selected a loss-rate method for the CECL model based on the relationship between historical write-offs of receivables and the underlying sales by major customers. Utilizing this model, a historical loss-rate is applied against the amortized cost of applicable assets, at the time the asset is established. The loss rate reflects the Company’s current estimate of the risk of loss (even when that risk is remote) over the expected remaining contractual life of the assets. The Company’s policy is to deduct write-offs from the allowance for credit losses account in the period in which the financial assets are deemed uncollectible. The adjustment for credit losses using this CECL model on accounts receivable and contract assets during the years ended* December 31, 2025* and2024 wasnot material.

The Company monitors its collections and write-off experience to assess whether ornot adjustments to its allowance estimates are necessary. Changes in trends in any of the factors that the Company believes* mayimpact the collectability of its accounts receivable, as noted above, or modifications to its credit standards, collection practices and other related policies may*impact the Company’s allowance for credit losses and its financial results.

AMP Credits

The Company accounts for government assistance that isnot subject to the scope of Accounting Standards Codification740 using a grant accounting model, by analogy to International Accounting Standards20, Accounting for Government Grants and Disclosure of Government Assistance, and recognizes such grants when it has reasonable assurance that it will comply with the grant’s conditions and that the grant will be received. The Company hasnot elected to early adopt the provisions of Accounting Standards Update2025-10, which is discussed in Note5 “Recent Accounting Pronouncements” of these consolidated financial statements. Income-based grants are initially recognized as “AMP credit receivable” and as a reduction to cost of sales. The Company recognizes grants expected to be received directly from a government entity at their stated value. When the Company expects to transfer grants to athird party, it recognizes the grants at, or adjusts their carrying value to, the amount expected to be received from the transaction. Proceeds received from income-based grants are presented as cash inflows from operating activities.

Inventories

Inventories are stated at the lower of cost or net realizable value. Net realizable value is the value that can be realized upon the sale of the inventory less a reasonable estimate of selling costs. Cost is determined either based on thefirst-in,first-out (“FIFO”) method, or on a standard cost basis that approximates the FIFO method. Any excess of cost over net realizable value is included in the Company’s inventory allowance. Net realizable value of inventory, and management’s judgment of the need for reserves, encompasses consideration of other business factors including physical condition, inventory holding period, contract terms and usefulness.

Inventories consist of raw materials, work-in-process and finished goods. Raw materials consist of components and parts for general production use. Work-in-process consists of labor and overhead, processing costs, purchased subcomponents and materials purchased for specific customer orders. Finished goods consist of components purchased fromthird parties as well as components manufactured by the Company that will be used to produce final customer products.

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Long-Lived Assets

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization of property and equipment is recognized using the straight-line method over the estimated useful lives of the related assets for financial reporting purposes, and generally using an accelerated method for income tax reporting purposes. Depreciation expense related to property and equipment for the years ended* December 31, 2025and2024* was $5,649** **and $6,023, respectively. Expenditures for additions and improvements are capitalized, while replacements, maintenance and repairs that donot improve or extend the useful lives of the respective assets are expensed as incurred. Property or equipment sold or disposed of is removed from the respective property accounts, with any corresponding gains and losses recorded within the operating results of the Company’s consolidated statement of operations.

The Company reviews property and equipment and other long-lived assets (“long-lived assets”) for impairment whenever events or circumstances indicate that carrying amounts* may**not* be recoverable at the segment level. Asset recoverability isfirst measured by comparing the assets’ carrying amounts to their expected future undiscounted net cash flows to determine if the assets are impaired.

In evaluating the recoverability of long-lived assets, the Company must make assumptions regarding estimated future cash flows and other factors to determine the fair value of such assets. If the Company’s fair value estimates or related assumptions change in the future, the Company* maybe required to record impairment charges related to property and equipment and other long-lived assets. If such assets are considered to be impaired, the impairment recognized is measured based on the amount by which the carrying amount of the assets exceeds the fair value. See Note9,* “Long-Lived Assets” of these consolidated financial statements for further discussion of long-lived assets.

Leases

The Company leases various property and equipment under operating lease arrangements. The Company recognizes operating lease assets and liabilities on the balance sheet. Rent expense for these types of leases is recognized on a straight-line basis over the lease term. In addition, the Company has entered into finance lease arrangements to finance property and equipment and assumed finance lease obligations in connection with certain acquisitions. The cost basis and accumulated amortization of assets recorded under finance leases are included in property and equipment, while the liabilities are included in finance lease obligations.

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Income Taxes

The Company accounts for income taxes based upon an asset and liability approach. Deferred tax assets and liabilities represent the future tax consequences of the differences between the financial statement carrying amounts of assets and liabilities versus the tax basis of assets and liabilities. Under this method, deferred tax assets are recognized for deductible temporary differences, and operating loss and tax credit carryforwards. Deferred tax liabilities are recognized for taxable temporary differences. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely thannot that some portion or all of the deferred tax assets willnot be realized. The impact of tax rate changes on deferred tax assets and liabilities is recognized in the year that the change is enacted.

In connection with the preparation of its consolidated financial statements, the Company is required to estimate its income tax liability for each of the tax jurisdictions in which the Company operates. This process involves estimating the Company’s actual current income tax expense and assessing temporary differences resulting from differing treatment of certain income or expense items for income tax reporting and financial reporting purposes. The Company also recognizes as deferred income tax assets the expected future income tax benefits of net operating loss (“NOL”) carryforwards. In evaluating the realizability of deferred income tax assets associated with NOL carryforwards, the Company considers, among other things, expected future taxable income, the expected timing of the reversals of existing temporary reporting differences and the expected impact of tax planning strategies that* may*be implemented to prevent the potential loss of future income tax benefits. Changes in, among other things, income tax legislation, statutory income tax rates or future taxable income levels could materially impact the Company’s valuation of income tax assets and liabilities and could cause its income tax provision to vary significantly among financial reporting periods.

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The Company also accounts for the uncertainty in income taxes related to the recognition and measurement of a tax position taken or expected to be taken in an income tax return. The Company follows the applicable pronouncement guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition related to the uncertainty in these income tax positions.

Share-Based Compensation

The Company grants restricted stock units (“RSUs”) and/or performance awards (“PSUs”) to certain officers, directors, and employees. The Company accounts for share-based compensation related to these awards based on the estimated fair value of the equity award and recognizes expense ratably over the required vesting term of the award. The expense associated with PSUs is also based on the probability of achieving embedded targets. Awards that are based on a fixed number of shares are treated as equity while awards that are based on a fixed amount of dollars are treated as liabilities. See Note16 “Share-Based Compensation” of these consolidated financial statements for further discussion of the Company’s share-based compensation plans, the nature of share-based awards issued and the Company’s accounting for share-based compensation.

Net Income Per Share

The Company presents both basic and diluted net income (loss) per share. Basic net income (loss) per share is based solely upon the weighted average number of common shares outstanding and excludes any dilutive effects of restricted stock, options, warrants and convertible securities. Diluted net income (loss) per share is based upon the weighted average number of common shares and common-share equivalents outstanding during the year excluding those common-share equivalents where the impact to basic net income (loss) per share would be anti-dilutive.

2. REVENUES

Revenues are recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

The following table presents the Company’s revenues disaggregated by revenue source for the years ended* December 31, 2025and2024*:

The Company’s revenue is generally recognized at a point in time, typically when control of the promised goods or services is transferred to its customers in an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services.** **Control is typically transferred upon shipment or delivery depending on the terms of the contract or under the terms of the bill and hold arrangements discussed below. A performance obligation is a promise in a contract to transfer a distinct product or service to the customer. The Company measures revenue based on the consideration specified in the purchase order and revenue is recognized when the performance obligations are satisfied. If applicable, the transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation.

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For substantially all tower sales within the Company’s Heavy Fabrications segment as well as certain sales within our Gearing segment, products are sold under terms included in bill and hold sales arrangements that result in different timing for revenue recognition versus shipment. The Company recognizes revenue under these arrangements only when there is a substantive reason for the arrangement, the ordered goods are identified separately as belonging to the customer andnot available to fill other orders, the goods are currently ready for physical transfer to the customer, and the Company doesnot have the ability to use the product or to direct it to another customer. Assuming these required revenue recognition criteria are met, revenue is recognized upon completion of product manufacture and customer acceptance. During the years ended* December 31, 2025* and2024, the Company recognized $1,272** and $1,059, respectively, **of revenue within the Gearing segment under terms included in bill and hold sales arrangements.

During the years ended* December 31, 2025and2024*, the Company recognized a portion of revenue within the Heavy Fabrications segments over time, as the products hadno alternative use to the Company and the Company had an enforceable right to payment, including profit, upon termination of the contracts. Since the projects are labor intensive, the Company uses labor hours as the input measure of progress for the applicable contracts. Within the Heavy Fabrications segment, the Company recognized revenue for contracts that meet over time criteria of $7,474 and $5,983 for the years ended* December 31, 2025and2024*, respectively. Contract assets are recorded when performance obligations are satisfied but the Company isnot yet entitled to payment. Contract assets represent the Company’s rights to consideration for work completed butnot billed at the end of the period. Contract assets at* December 31, 2023*were $1,460.

The Company generally expenses sales commissions when incurred. These costs are recorded within selling, general and administrative expenses. Customer deposits, deferred revenue and other receipts are deferred and recognized when the revenue is realized and earned. Cash payments to customers are classified as reductions of revenue in the Company’s statement of operations.

The Company doesnot disclose the value of the unsatisfied performance obligations for contracts with an original expected length ofone year or less.

3**. NET INCOME PER SHARE**

The following table presents a reconciliation of basic and diluted income per share for the years ended* December 31, 2025and2024* as follows:

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4. SALE OF MANITOWOC INDUSTRIAL FABRICATION OPERATIONS

On* June 4, 2025,the Company (the “Seller”) entered into a definitive agreement (the “Manitowoc Purchase Agreement”) with Wisconsin Heavy Fabrication, LLC (the “Buyer”) to sell certain assets used in its industrial fabrication operations in Manitowoc, Wisconsin including specified contracts, equipment, machinery and other personal property, and permits. The sale, which was a taxable event, was completed on September 8, 2025for a purchase price of $13,500 before the payment of transaction expenses in the form of cash and the assumption by the Buyer of certain liabilities of the Seller. During the year ended December 31, 2025,the Company recorded a gain on the sale of $8,200,* which is included in the “Gain on sale of Manitowoc industrial fabrication operations” line item in the Company’s consolidated statement of operations. The Manitowoc operating results are included within the Heavy Fabrications segment and didnot qualify for presentation as a discontinued operation as it wasnot considered a strategic shift in segment operations. The Company completed this sale in furtherance of its strategic objective to improve the Company’s manufacturing capacity utilization across its operations and reduce operating costs. **

5. RECENT ACCOUNTING PRONOUNCEMENTS

The Company reviews new accounting standards as issued. Although some of the accounting standards issued or effective in the current fiscal year* maybe applicable to it, the Company believes thatnone* of the new standards have a significant impact on its consolidated financial statements.

In* November 2023,the Financial Accounting Standards Board issued Accounting Standards UpdateNo.* 2023-07, “Segment Reporting (Topic280): Improvements to Reportable Segment Disclosures,” which requires additional disclosure of significant segment expenses on an annual and interim basis. This guidance will be applied retrospectively and will be effective for the annual periods beginning the year ended* December 31, 2024,and for interim periods beginning January 1, 2025.The Company adopted this guidance for the year ended December 31, 2024.Refer to Note17* “Segment Reporting” of these consolidated financial statements for the additional disclosures applied on a retrospective basis.

In* December 2023,the Financial Accounting Standards Board issued Accounting Standards UpdateNo.* 2023-09, “Income Taxes (Topic740): Improvements to Income Tax Disclosures,” which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. This guidance is effective for the annual periods beginning the year ended* December 31, 2025.The Company adopted this guidance for the year ended December 31, 2025.Refer to Note15* “Income Taxes” of these consolidated financial statements for the additional disclosures.

In* November 2024,the Financial Accounting Standards Board issued Accounting Standards UpdateNo.* 2024-03,“Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic220-40): Disaggregation of Incomes Statement Expenses,” which serves to improve the disclosures about a public business entity’s expenses by requiring more detailed information about the types of expenses in commonly presented expense captions. This guidance will be effective for annual periods beginning after* December 15, 2026.*The Company is currently evaluating the impact that the updated guidance will have on its consolidated financial statements.

In* September 2025,the Financial Accounting Standards Board issued Accounting Standards UpdateNo.* 2025-06 “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic350-40): Targeted Improvements to the Accounting for Internal-Use Software,” which modifies guidance on internal-use software costs to reflect current development practices and improve operability. The standard eliminates the project stages model and replaces with a principles based recognition threshold. This guidance is effective for annual periods beginning after* December 15, 2027.*The Company is currently evaluating the impact that the updated guidance will have on its consolidated financial statements.

In* December 2025,the Financial Accounting Standards Board issued Accounting Standards UpdateNo.* 2025-10, “Government Grants (Topic832): Accounting for Government Grants Received by Business Entities,” which provides guidance on the recognition, measurement and presentation of government grants. This guidance will be effective for annual periods beginning after* December 15, 2028.*The Company is currently evaluating the impact that the updated guidance will have on its consolidated financial statements.

6**. ALLOWANCE FOR CREDIT LOSSES**

The activity in the accounts receivable allowance from operations for the years ended* December 31, 2025and2024* consists of the following:

7. INVENTORIES

The components of inventories as of* December 31, 2025and2024* are summarized as follows:

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8. AMP CREDITS

During2025 and2024, the Company recognized gross AMP credits totaling $13,059 and $9,588, respectively, within the Heavy Fabrications segment. These AMP credits were introduced as part of the Inflation Reduction Act (“IRA”), which was enacted on* August 16, 2022.The IRA includes advanced manufacturing tax credits for manufacturers of eligible components, including wind and solar components. Manufacturers of wind components qualify for the AMP credits based on the total rated capacity, expressed on a per watt basis, of the completed wind turbine for which such component is designed. The credit applies to each component produced and sold in the U.S. beginning in2023* through2032. The One Big Beautiful Bill Act (the “OBBBA”), enacted on* July 4, 2025,eliminates the credit for components produced and sold after2027.* Wind towers within the Company’s Heavy Fabrications segment are eligible for credits of $0.03 per watt for each wind tower produced. In calculating the eligible credit, the Company relied on the megawatt rating provided by the customer. Manufacturers who qualify for the AMP credits can apply to the Internal Revenue Service for cash refunds of the AMP credits or sell the AMP credits tothird parties for cash, or apply the AMP credits against taxable income. The Company recognized the AMP credits as a reduction to cost of sales in the Company’s consolidated statements of operations for the years ended* December 31, 2025* and2024. The assets related to the AMP credits are recognized as current assets in the “AMP credit receivable” line item in the Company's consolidated balance sheets as of* December 31, 2025* and2024.

The OBBBA also introduced new restrictions on foreign supply chains and foreign owners or investors in tax-credit-supported facilities, referred to as “Prohibited Foreign Entity” or “PFE” restrictions. Taxpayers cannot claim AMP credits in taxable years beginning after enactment of the OBBBA if they are prohibited foreign entities (which are generally entities that are formed in or controlled by covered nations, including China, Russia, Iran, and North Korea, as well as entities determined to be under effective control as a result of contracts entered into with such entities). AMP credits are also disallowed in taxable years beginning after enactment of the OBBBA for eligible components that receive material assistance from a PFE. These restrictions generally took effect on* January 1, 2026,and the Treasury Department is required to issue final regulations implementing them by December 31, 2026.On February 12, 2026,the Treasury Department released interim guidance that further clarified methods for calculating material assistance and included a request for comments by March 30.The Company cannot predict with certainty what the final guidance, or any other future guidance, will provide, or how it will impact the potential impact for the Company's AMP credits claimed in2026* and future years.

During2025, the Company recognized gross AMP credits totaling $13,059** and recognized a 6.5% discount on the credits totaling $849, which was recognized in cost of sales. The Company also incurred other miscellaneous administrative costs related to the credits in the amount of $98, which have been recorded as cost of sales. Additionally, costs totaling $7 are included in the “Prepaid expenses and other current assets” line item of the Company’s consolidated financial statements at December*31,* 2025.

During2024, the Company recognized gross AMP credits totaling $9,588 and recognized a 6.5% discount on the credits totaling $623, which was recognized in cost of sales. The Company also incurred other miscellaneous administrative costs related to the credits in the amount of $146, which have been recorded as cost of sales.

9. LONG-LIVED ASSETS

The cost basis and estimated lives of property and equipment as of* December 31, 2025and2024* are as follows:

As of* December 31, 2025*, the Company had commitments of $836** **related to the completion of projects within construction in progress.

On* September 30, 2025,the Company identified a triggering event associated with operating losses within the Gearing segment* during thenine months ended September 30, 2025.** The Company relied upon an undiscounted cash flow analysis and concluded thatno impairment to this asset group was indicated as of September 30, 2025.No impairment charges were recorded for the year ended December 31, 2025.During the year ended December 31,2024, the Company didnot identify any impairment triggering events within its segments. As a result, no impairment charges were recorded for the year ended December 31, 2024.

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As of* December 31, 2025and2024*, the cost basis, accumulated amortization and net book value of intangible assets were as follows:

Intangible assets represent the fair value assigned to definite-lived assets such as trade names and customer relationships. Estimated useful lives for intangibles assets range from** 6 to 20 years. Intangible assets are amortized on a straight-line basis over their estimated useful lives, with a remaining life range from 0 to 2 years. Amortization expense was $661 for the years ended December 31, 2025and2024. As of* December 31, 2025*, estimated future amortization expense is as follows:

10. ACCRUED LIABILITIES

Accrued liabilities as of* December 31, 2025and2024* consisted of the following:

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11. DEBT AND CREDIT AGREEMENTS

The Company’s outstanding debt balances as of* December 31, 2025and2024* consisted of the following:

As of* December 31, 2025*, future annual principal payments on the Company’s outstanding debt obligations were as follows:

Credit Facilities

On* August 4, 2022,the Company entered into a credit agreement (as amended, the“2022* Credit Agreement”) with Wells Fargo Bank, National Association, as lender (“Wells Fargo”), which replaced its prior credit facility and provided the Company and its subsidiaries with a $35,000 senior secured revolving credit facility (which* maybe further increased by up to an additional $10,000 upon the request of the Company and at the sole discretion of Wells Fargo) and a $7,578 senior secured term loan (collectively, as amended, the“2022* Credit Facility”). The proceeds of the2022 Credit Facility are available for general corporate purposes, including strategic growth opportunities. Net deferred financing costs related to the2022 Credit Facility which primarily relate to the revolving credit loan, were $165 at* December 31, 2025*, which is net of accumulated amortization of $355. Net deferred financing costs at* December 31, 2024* were $269, which is net of accumulated amortization of $251. The deferred financing costs are straight-lined over the loan term and are included in the “Other assets” line item of the Company's consolidated financial statements at* December 31, 2025* and* December 31, 2024*.

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On* February 8, 2023,the Company executed AmendmentNo.* 1 to Credit Agreement and Limited Waiver which** waived the Company’sfourth quarter minimum EBITDA (as defined in the2022 Credit Agreement) requirement for the period ended December 31, 2022,amended the Fixed Charge Coverage Ratio (as defined in the2022 Credit Agreement) requirements for thetwelve-month period ending* January 31, 2024through and including June 30, 2024and eachtwelve*-month period thereafter, and amended the minimum EBITDA requirements applicable to thetwelve-month periods ending* March 31, 2023,** June 30, 2023,** September 30, 2023,and December 31, 2023.*

On* December 19, 2024,the Company executed AmendmentNo.* 2 to Credit Agreement, which (1) increased the outstanding principal amount of the term loan to $7,578 and restarted the 84-month amortization period, and (2) amended the Fixed Charge Coverage Ratio (as defined in the2022 Credit Agreement) from 1.1:1.0 to 1.0:1.0 for eachtwelve-month period ending* January 31, 2024through and including December 31, 2025.*Proceeds from the increased amount of the term loan were used to repay the Company’s indebtedness under its existing revolving line of credit with Wells Fargo and related fees and expenses, thereby allowing for increased availability under the existing revolving line of credit.

On* September 22, 2025,the Company executed AmendmentNo.* 3 to Credit Agreement which reduced the monthly principal repayment amount payable by the Company from $90 for each monthly period from* January 1, 2025through and including September 1, 2025to $62 for each monthly period after October 1, 2025*with the last installment being in the amount of the entire unpaid balance of the term loan.

On* February 4, 2026,the Company executed AmendmentNo.* 4 to the Credit Agreement which (i) amended the period for measuring the Fixed Charge Coverage Ratio (as defined in the2022 Credit Agreement) requirement that previously referred to eachtwelve month period ending* January 31, 2025through December 31, 2025to apply instead to the eachtwelve* month period ending* January 31, 2025through October 31, 2025, (ii) added a new period for measuring the Fixed Charge Coverage Ratio requirement for thetwelve* month period ending* November 30, 2025,in the range of 0.75 to 1.0 (iii) amended the Fixed Charge Coverage Ratio requirement for the period from January 31, 2026through December 31, 2026from the range of 1.1 to1.0* to0.75 to 1.0, and (iv) excludes certain designated capital expenditures from the definition of Unfinanced Capital Expenditures (as defined in the2022 Credit Agreement) which amounts are then subtracted from EBITDA in the calculation of the Fixed Charge Coverage Ratio.

The2022 Credit Agreement, as amended, contains customary covenants limiting the Company’s and its subsidiaries’ ability to, among other things, incur liens, make investments, incur indebtedness, merge or consolidate with others or dispose of assets, change the nature of its business, and enter into transactions with affiliates. The initial term of the revolving credit facility matures* August 4, 2027.The term loan also matures on August 4, 2027,*with monthly payments based on an 84-month amortization, with the remaining principal and accrued interest due at maturity.

As of* December 31, 2025*, there** was $8,883 of outstanding indebtedness under the2022 Credit Facility, with the ability to borrow an additional $24,456. As of December 31, 2025, the effective interest rate of the senior secured revolving credit facility was 5.77% and the effective rate of the senior secured term loan was 6.27%. As of* December 31, 2024*, the effective interest rate of the senior secured revolving credit facility was 6.71% and the effective rate of the senior secured term loan was 6.96%.

Prior to entering into AmendmentNo. 3 to Credit Agreement described above, the Company used a portion of the proceeds from the sale of its industrial fabrication operations in Manitowoc, Wisconsin, described in Note4 “Sale of Manitowoc Industrial Fabrication Operations”, to make a mandatory repayment of $1,600 on the outstanding senior secured term loan.

Other

The Company has outstanding notes payable for capital expenditures in the amount of $1,247 and $1,618 as of* December 31, 2025and2024*, respectively, with $396 and $371 included in the “Line of credit and current maturities of long-term debt” line item of the Company’s consolidated financial statements as of* December 31, 2025and2024*, respectively. The notes payable have monthly payments that range from $1 to $20 and a weighted average interest rate of 7%. The equipment purchased is utilized as collateral for the notes payable. The outstanding notes payable have maturity dates that range from* September 2028to June 2029.*

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12. LEASES

The Company leases various property and equipment under operating lease arrangements. The Company recognizes operating lease assets and liabilities on the balance sheet and discloses key information regarding leasing arrangements. The Company has elected to apply the short-term lease exception to all leases ofone year or less.

As of* December 31, 2025*, the right-of-use (“ROU”) asset had a balance of $11,892 which is included in the “Operating lease right-of-use assets” line item of these consolidated financial statements and current and non-current lease liabilities relating to the ROU asset of $2,306 and $11,252, respectively, and are included in the “Current portion of operating lease obligations” and “Long-term operating lease obligations, net of current portion” line items of these consolidated financial statements. As of* December 31, 2024*, the ROU asset had a balance of $13,841** and current and non-current lease liabilities relating to the ROU asset of $2,115 **and $13,799, respectively. The discount rates used for leases accounted for under Topic842 are based on an interest rate yield curve developed for the leases in the Company’s lease portfolio.

Lease terms generally range from 3 to 15** years with renewal options for extended terms. Some of the Company’s facility leases include options to renew. The exercise of the renewal options is at the Company’s discretion. Therefore, the majority of renewals to extend the lease terms arenot included in ROU assets and lease liabilities as they arenot reasonably certain of exercise. The Company regularly evaluates the renewal options and includes them in the lease term when the Company is reasonably certain to exercise them. Certain leases contain rent escalation clauses that require additional rental payments in the later years of the term. Rent expense for these types of leases is recognized on a straight-line basis over the lease term. Operating rental expense for the years ended December 31, 2025and2024 was $3,842** **and $4,210, respectively.

In addition, the Company has entered into finance lease arrangements to finance property and equipment and assumed finance lease obligations in connection with certain acquisitions. The related assets are included in the “Property and equipment, net” line item of these consolidated financial statements and the liabilities are included in the “Current portion of finance lease obligations” line item and “Long-term finance lease obligations, net of current portion” line item of these consolidated financial statements. Finance lease cost for the years ended* December 31, 2025and2024* was $1,620** **and $1,946, respectively.

Amortization expense recorded in connection with assets recorded under finance leases was $1,215** and $1,473 for the years ended December 31, 2025and2024, respectively.

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Quantitative information regarding the Company’s leases is as follows:

Amortization associated with new right-of-use assets obtained in exchange for new operating lease liabilities is $13** and $4 for the years ended December 31, 2025and2024, respectively. During2025, the Company executed a lease amendment that extended the term of the Gearing facility lease and reduced the amount of square footage leased. These lease provisions are effective* December 1, 2026.*

As of* December 31, 2025*, future minimum lease payments under finance leases and operating leases were as follows:

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13. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company is party to a variety of legal proceedings or claims that arise in the ordinary course of its business. The Company accrues for costs related to loss contingencies when such costs are probable and reasonably estimable. As of* December 31, 2025*, the Company isnot aware of any material pending legal proceedings or threatened litigation that would have a material adverse effect individually or in the aggregate, on the Company’s results of operations, financial condition or cash flows, althoughno assurance can be given with respect to the ultimate outcome of pending actions. Due to the inherent uncertainty of litigation, there can beno assurance that the resolution of any particular claim or proceeding wouldnot have a material adverse effect on the Company’s results of operations, financial condition or cash flows. It is possible that ifone or more litigation matters were decided against the Company, the effects could be material to the Company’s results of operations in the period in which the Company would be required to record or adjust the related liability and could also be material to the Company’s financial condition and cash flows in the periods the Company would be required to pay such liability.

Environmental Compliance and Remediation Liabilities

The Company’s operations and products are subject to a variety of environmental laws and regulations in the jurisdictions in which the Company operates and sells products governing, among other things, air emissions, wastewater discharges, the use, handling and disposal of hazardous materials, soil and groundwater contamination, employee health and safety, and product content, performance and packaging. Also, certain environmental laws can impose the entire cost or a portion of the cost of investigating and cleaning up a contaminated site, regardless of fault, upon anyone or more of a number of parties, including the current or previous owners or operators of the site. These environmental laws also impose liability on any person who arranges for the disposal or treatment of hazardous substances at a contaminated site. Third parties* may*also make claims against owners or operators of sites and users of disposal sites for personal injuries and property damage associated with releases of hazardous substances from those sites.

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Collateral

In select instances, the Company has pledged specific inventory and machinery and equipment assets to serve as collateral on related payable or financing obligations.

Warranty Liability

The Company provides warranty terms that generally range fromone tofive years for various products and services relating to workmanship and materials supplied by the Company. In certain contracts, the Company has recourse provisions for items that would enable the Company to pursue recovery fromthird parties for amounts paid to customers under warranty provisions.

Liquidated Damages

In certain customer contracts, the Company has agreed to pay liquidated damages in the event of qualifying delivery or production delays. These damages are typically limited to a specific percentage of the value of the product in question and dependent on actual losses sustained by the customer. When the damages are determined to be probable and estimable, the damages are recorded as a reduction to revenue. There wasno reserve for liquidated damages at* December 31, 2025* and 2024.

Workers’ Compensation Reserves

The Company entered into a guaranteed workers’ compensation cost program during2016. The reserve prior to2016 is immaterial. Although the ultimate outcome of these matters* mayexceed the amounts recorded and additional losses maybe incurred, the Company doesnot* believe that any additional potential exposure for such liabilities will have a material adverse effect on the Company’s consolidated financial position or results of operations.

Health Insurance Reserves

As of* December 31, 2025and2024*, the Company had $270** *and $410, respectively, accrued for health insurance liabilities. The Company self-insures for its health insurance liabilities, including establishing reserves for self-retained losses. Historical loss experience combined with actuarial evaluation methods and the application of risk transfer programs are used to determine required health insurance reserves. The Company takes into account claims incurred butnot reported when determining its health insurance reserves. Health insurance reserves are included in accrued liabilities. While the Company’s management believes that it has adequately reserved for these claims, the ultimate outcome of these matters mayexceed the amounts recorded and additional losses may*be incurred.

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Other

As of* December 31, 2025*, approximately 20% of the Company’s employees were covered bytwo collective bargaining agreements with local unions at the Company’s Cicero, Illinois and Neville Island, Pennsylvania locations. During* November 2022,the Company negotiated afour-year collective bargaining agreement with the Neville Island union and it is expected to remain in effect through October 2026.*** On March 6, 2026,the Company agreed to a newfour-year collective bargaining agreement with the union representing the workforce at our Cicero, Illinois facility replacing a previous agreement. The newfour-year collective bargaining agreement is expected to remain in effect through February 2030.

14**. FAIR VALUE MEASUREMENTS**

The Company measures its financial assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., exit price) in an orderly transaction between market participants at the measurement date. Additionally, the Company is required to provide disclosure and categorize assets and liabilities measured at fair value intoone ofthree different levels depending on the assumptions (i.e., inputs) used in the valuation. Level1 provides the most reliable measure of fair value while Level3 generally requires significant management judgment. Financial assets and liabilities are classified in their entirety based on the lowest level of input significant to the fair value measurement. Financial instruments are assessed quarterly to determine the appropriate classification within the fair value hierarchy. Transfers between fair value classifications are made based upon the nature and type of the observable inputs. The fair value hierarchy is defined as follows:

Level1 — Valuations are based on unadjusted quoted prices in active markets for identical assets or liabilities.

Level2 — Valuations are based on quoted prices for similar assets or liabilities in active markets, or quoted prices in markets that arenot active for which significant inputs are observable, either directly or indirectly. For the Company’s corporate and municipal bonds, although quoted prices are available and used to value said assets, they are traded less frequently.

Level3 — Valuations are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Inputs reflect management’s best estimate of what market participants would use in valuing the asset or liability at the measurement date.

Fair value of financial instruments

The carrying amounts of the Company’s financial instruments, which include cash, A/R, accounts payable and customer deposits, approximate their respective fair values due to the relatively short-term nature of these instruments. Based upon interest rates currently available to the Company for debt with similar terms, the carrying value of the Company’s long-term debt is approximately equal to its fair value.

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15. INCOME TAXES

The provision for income taxes for the years ended* December 31, 2025and2024* consists of the following:

On* August 16, 2022,Congress enacted the Inflation Reduction Act which includes AMP credits for manufacturers of eligible components, including wind and solar components produced and sold in the US from2023* through2032. The OBBBA, enacted on* July 4, 2025,eliminates the credit for components produced and sold after2027.* These credits will haveno impact on income tax expense.

The changes in the deferred tax valuation allowances in2025 and2024 were primarily the result of increases to the deferred tax assets pertaining to federal and state NOLs. Management believes that significant uncertainty exists surrounding the recoverability of deferred tax assets. As a result, the Company recorded a valuation allowance against the remaining deferred tax assets.

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As disclosed in Note5, “Recent Accounting Pronouncements”, the Company has prospectively adopted the guidance in Accounting Standards UpdateNo. 2023-09, “Income Taxes (Topic740): Improvements to Income Tax Disclosures”. The following table is a reconciliation of the Company’s effective income tax rate to the statutory income tax rate for the year ended* December 31, 2025in accordance with the guidance in Accounting Standards UpdateNo.* 2023-09:

(a) For the year ended* December 31, 2025,*taxes were primarily incurred in Texas and North Carolina.

The following table is a reconciliation of the Company’s effective income tax rate to the statutory income tax rate for the year ended* December 31, 2024in accordance with the guidance prior to the adoption of Accounting Standards UpdateNo.* 2023-09:

Cash paid for income taxes, net of refunds, for the year ended* December 31, 2024was$192. Cash paid for income taxes, net of refunds, for the year ended December 31, 2025*is as follows:

The tax effects of the temporary differences and NOLs that give rise to significant portions of deferred tax assets and liabilities are as follows:

A reconciliation of the beginning and ending amounts of the valuation is as follows:

As of* December 31, 2025*, the Company had federal and unapportioned state NOL carryforwards of approximately $298,182** of which $227,519 will begin to expire in2027. The majority of the NOL carryforwards will expire in various years from2028 through2037. NOLs generated after January 1, 2018willnot expire.

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The Company accounts for the uncertainty in income taxes by prescribing a minimum recognition threshold for a tax position taken, or expected to be taken, in a tax return that is required to be met before being recognized in the financial statements. The Company recognizes interest and penalties related to uncertain tax positions as income tax expense. As of* December 31, 2025*, the Company hadno unrecognized tax benefits that could impact the income tax expense.

The Company files income tax returns in the U.S. federal and state jurisdictions. As of* December 31, 2025*, with few exceptions, the Company isno longer subject to federal or state income tax examinations by taxing authorities for years before* December 31,2019;however, taxing authorities have the ability to adjust NOL carryforwards in open tax years that mayhave been carried forward from closed years. The Company’s 2008 and2009* federal tax returns were examined in2011 andno material adjustments were identified related to any of the Company’s tax positions. Although these periods have been audited, they continue to remain open until all NOLs generated in those tax years have either been utilized or expire.

Section382 of the Internal Revenue Code of1986, as amended (the “IRC”), generally imposes an annual limitation on the amount of NOL carryforwards and associated built-in losses that* maybe used to offset taxable income when a corporation has undergone certain changes in stock ownership. The Company’s ability to utilize NOL carryforwards and built-in losses maybe limited, under this section or otherwise, by the Company’s issuance of common stock or by other changes in stock ownership. Upon completion of the Company’s analysis of IRC Section382,* the Company has determined that aggregate changes in stock ownership have resulted in an annual limitation of $14,284 on NOLs and built-in losses available for utilization based on the triggering event in2010. To the extent the Company’s use of NOL carryforwards and associated built-in losses is significantly limited in the future due to additional changes in stock ownership, the Company’s income could be subject to U.S. corporate income tax earlier than it would if the Company were able to use NOL carryforwards and built-in losses without such annual limitation, which could result in lower profits and the loss of the majority of the benefits from these attributes.

In* February 2013,the Company adopted a Stockholder Rights Plan, which was amended in February 2016and approved by our stockholders (as amended, the “Rights Plan”), designed to preserve the Company’s substantial tax assets associated with NOL carryforwards under Section382* of the IRC. On* February 7, 2019,the Board of Directors (the “Board”) approved an amendment extending the Rights Plan for an additionalthree* years, which was subsequently approved by the Company’s stockholders at the2019 Annual Meeting of Stockholders held on* April 23, 2019 (the“2019* Annual Meeting of Stockholders”). On* February 3, 2022,the Board approved an amendment which included an extension of the Rights Plan for an additionalthree* years, which was subsequently approved by the Company's stockholders at the2022 Annual Meeting of Stockholders. On* February 3, 2025,the Board approved an amendment which included an extension of the Rights Plan for an additionalthree* years. The amendment was approved by the Company’s stockholders at the Company’s2025 Annual Meeting of Stockholders.

The Rights Plan is intended to act as a deterrent to any person or group, together with its affiliates and associates, being or becoming the beneficial owner of 4.9% or more of the Company’s common stock and thereby triggering a further limitation of the Company’s available NOL carryforwards. In connection with the adoption of the Rights Plan, the Board declared a non-taxable dividend ofone preferred share purchase right (a “Right”) for each outstanding share of the Company’s common stock to the Company’s stockholders of record as of the close of business on* February22,* 2013. Since the record date, the Company has issuedone Right with each newly issued share of its common stock. Until the distribution date (unless earlier redeemed or exchanged or upon expiration of the Rights, as applicable), the Rights will be evidenced by certificates of the Company's common stock and will be transferred only with such certificates. Each Right entitles its holder to purchase from the Companyone one-thousandth of a share of the Company’s Series A Junior Participating Preferred Stock at an exercise price of $7.70 per Right, subject to adjustment. As a result of the Rights Plan, any person or group that acquires beneficial ownership of 4.9% or more of the Company’s common stock without the approval of the Board would be subject to significant dilution in the ownership interest of that person or group. Stockholders who owned 4.9% or more of the outstanding shares of the Company’s common stock as of* February12,* 2013 willnot trigger the preferred share purchase rights unless they acquire additional shares after that date.

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16. SHARE-BASED COMPENSATION

Overview of Share-Based Compensation Plan

The Company has granted equity awards pursuant to previously Board approved equity incentive plans. Most recently, the Company has granted equity awards pursuant to the Broadwind Energy, Inc.2015 Equity Incentive Plan, which was approved by the Board in* February 2015and by the Company’s stockholders in April 2015.On February 19, 2019,the Board approved an Amended and Restated2015* Equity Incentive Plan (as amended, the*“2015* EIP,”), which, among other things, increased the number of shares of our common stock authorized for issuance under the2015 EIP from 1,100,000 to 2,200,000. The amendment and restatement of the2015 EIP was approved by the Company’s stockholders at the2019 Annual Meeting of Stockholders. On* February 7, 2021,the Board approved the Second Amendment to the Amended and Restated2015* Equity Incentive Plan which, among other things, increased the number of shares of our common stock authorized for issuance under the2015 EIP from 2,200,000 to 3,200,000. The Second Amendment to the amendment and restatement of the2015 EIP was approved by the Company’s stockholders at the2021 Annual Meeting of Stockholders. On* March**2,* 2023, the Board approved the Third Amendment to the Amended and Restated2015 Equity Incentive Plan which, among other things, increased the number of shares of our common stock authorized for issuance under the2015 EIP from 3,200,000 to 4,700,000. The Third Amendment to the amendment and restatement of the2015 EIP was approved by the Company’s stockholders at the2023 Annual Meeting of Stockholders.

The purposes of the Company’s equity incentive plans are (a) to align the interests of the Company’s stockholders and recipients of awards by increasing the proprietary interest of such recipients in the Company’s growth and success; (b) to advance the interests of the Company by attracting and retaining officers, other employees, non-employee directors and independent contractors; and (c) to motivate such persons to act in the long-term best interests of the Company and its stockholders. Under the2015 EIP, the Company* maygrant (i) non-qualified stock options; (ii) “incentive stock options” (within the meaning of Section422* of the IRC); (iii) stock appreciation rights; (iv) restricted stock and restrictive stock units; and (v) performance awards.

Stock Options. The exercise price of stock options granted under the2015 EIP is equal to the closing price of the Company’s common stock on the date of grant. Stock options generally become exercisable on the anniversary of the grant date, with vesting terms that* may*range fromone tofive years from the date of grant, subject to continued employment/service. Additionally, stock options expireten years after the date of grant. The fair value of stock options granted is expensed ratably over their vesting term.

Restricted Stock Units (RSUs). The granting of RSUs is provided for under the2015 EIP. RSUs generally contain a vesting period ofone tofive years from the date of grant, subject to continued employment/service. The fair value of each RSU granted is equal to the closing price of the Company’s common stock on the date of grant and is generally expensed ratably over the vesting term of the RSU award.

Performance Awards (PSUs). The granting of PSUs is provided for under the2015 EIP. Vesting of PSUs is conditioned upon the Company meeting applicable performance measures over the performance period, subject to continued employment/service. The fair value of each PSU granted is equal to the closing price of the Company’s common stock on the date of grant and is generally expensed ratably over the term of the PSU award plan.

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The2015 EIP reserves 4,700,000** shares of the Company’s common stock. As of December 31, 2025,** under the2015 EIP,2,759,248 shares of common stock had been issued, pursuant to stock options, RSUs and PSUs and 717,266 **shares of common stock were reserved for issuance under outstanding RSU and PSU awards.

There wasno stock option activity during the years ended* December 31, 2025* and2024 andno stock options were outstanding as of* December 31, 2025and2024*.

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The following table summarizes information with respect to outstanding RSUs and PSUs accounted for as equity awards as of* December 31, 2025and2024*:

RSUs and PSUs are generally subject to ratable vesting over athree-year period. Compensation expense related to these service and performance based awards is generally recognized on a straight-line basis over the vesting period. During the years ended* December 31, 2025and2024*, the Company utilized a forfeiture rate of 25%, based on historical activity, for estimating the forfeitures of stock compensation granted.

The following table summarizes share-based compensation expense, net of taxes withheld, included in the Company’s consolidated statements of operations for the years ended* December 31, 2025and2024* as follows:

As of* December 31, 2025*, the Company estimates that pre-tax compensation expense for all unvested share-based RSUs and PSUs in the amount of approximately $962 will be recognized through the year** **2027. The Company expects to satisfy the future distribution of shares of restricted stock by issuing new shares of common stock.

On* September 10, 2025,the Company’s Board authorized a program to repurchase up to $3,000 of the Company’s outstanding common stock. The share repurchase program doesnot* obligate the Company to acquire any specific number of shares. The common stock* maybe acquired in the open market at prices subject to certain pricing guidelines determined by management. The Company hasno* obligation to repurchase shares and it* maydiscontinue purchases at any time that it determines additional purchases arenot* warranted. As of* December 31, 2025,$3,000 remains available for repurchase and there wereno stock repurchases during the years ended December 31, 2025or2024.*

17. SEGMENT REPORTING

The Company is organized into reportable segments based on the nature of the products offered and business activities from which it earns revenues and incurs expenses for which discrete financial information is available and regularly reviewed by the Company’s chief operating decision maker (“CODM”). The Company’s CODM has been identified as the Chief Executive Officer and President, who reviews operating income by segment in relation to total operating income to make decisions about allocating resources and assessing performance.

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The Company’s segments and their product offerings are summarized below:

Heavy Fabrications

The Company provides large, complex and precision fabrications to customers; historically in a broad range of industrial markets. The Company’s most significant presence is within the U.S. wind energy industry where the Company provides steel towers and repowering adapters primarily to wind turbine manufacturers. The Company streamlined its operations within this segment during the year ended* December 31,*2025, selling its industrial fabrication operations in Manitowoc, Wisconsin and consolidating its remaining segment operations to the Company’s production facility in Abilene, Texas. The Abilene facility has an annual wind tower production capacity of up to approximately 220 towers (660 tower sections), sufficient to support turbines generating more than 800 MW of power (assuming a3 MW tower). The Company’s Heavy Fabrications operations also manufacture a proprietary mobile, modular pressure reducing system (“PRS”) for the compressed natural gas virtual pipeline market.

Gearing

The Company provides gearing, gearboxes and precision machined components to a broad set of customers in diverse markets including; power generation, onshore and offshore O&G fracking and drilling, material handling, wind energy, surface and underground mining, steel, infrastructure, marine, defense, and other industrial markets. The Company has manufactured loose gearing, gearboxes and systems, and provided heat treat services for aftermarket and OEM applications for a century. The Company uses an integrated manufacturing process, which includes machining and finishing processes in addition to gearbox repair in Cicero, Illinois, and heat treatment and gearbox repair in Neville Island, Pennsylvania.

Industrial Solutions

The Company provides supply chain solutions, light fabrication, inventory management, kitting and assembly services, primarily serving the combined cycle natural gas turbine market. The Company supports the U.S. wind power generation market, by providing tower internals kitting solutions for on-site installations, as OEMs domesticate their supply chain due to lead time and reliability issues. The Company leverages a global supply chain to provide instrumentation & controls, valve assemblies, sensor devices, fuel system components, electrical junction boxes & wiring, and electromechanical devices. The Company also provides packaging solutions and fabricates panels and sub-assemblies to reduce customers’ costs, improve manufacturing velocity and reliability.

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Corporate and Other

“Corporate” includes the assets and SG&A expenses of the Company’s corporate office. “Eliminations” comprises adjustments to reconcile segment results to consolidated results.

The accounting policies of the reportable segments are the same as those referenced in Note1, “Description of Business and Summary of Significant Accounting Policies” of these consolidated financial statements. Summary financial information by reportable segment is as follows:

• Line itemnot deemed a significant expense for this segment (per analysis of Accounting Standards UpdateNo. 2023-07).

(1)All other expenses for each reportable segment primarily consist of:

Heavy Fabrications-variable overhead, salaries and benefits, and rent and utilities

** Gearing**- salaries and benefits and rent and utilities

Industrial Solutions-direct labor, salaries and benefits, and rent and utilities

Corporate-professional expenses

The Company generates revenues entirely from transactions completed in the U.S. and its long-lived assets are all located in the U.S. All intercompany revenue is eliminated in consolidation. Transactions between reportable segments are treated consistent with the accounting policies referenced in Note1, “Description of Business and Summary of Significant Accounting Policies” of these consolidated financial statements. During2025, one** **customer accounted for more than10% of total net revenues. The customer, reported within the Heavy Fabrications segment and Industrial Solutions segment, accounted for revenues of $100,559. During2024, one customer accounted for more than10% of total net revenues. The customer, reported within the Heavy Fabrications and Industrial Solutions segment, accounted for revenues of $71,607.

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18. EMPLOYEE BENEFIT PLANS

Retirement Savings and Profit Sharing Plans

Retirement Savings and Profit Sharing Plans

The Company offers a401(k) retirement savings plan to all eligible employees who* mayelect to contribute a portion of their salary on a pre-tax basis, subject to applicable statutory limitations. As of December 31, 2025*, all employees were eligible to receive safe harbor matching contributions equal to 100% of thefirst 3% of the participant’s elective deferral contributions and 50% of the next 2% of the participant’s elective deferral contributions. The Company has the discretion, subject to applicable statutory requirements, to fund any matching contribution with a contribution to the plan of the Company’s common stock. The Company periodically evaluates whether to fund the matching contribution in cash or in the Company’s common stock. Under the plan, elective deferrals and basic Company matching is 100% vested at all times.

For the years ended* December 31, 2025and2024*, the Company recorded expense under these plans of approximately $1,255 and $1,251, respectively.

Deferred Compensation Plan

The Company maintains a deferred compensation plan for certain key employees and nonemployee directors, whereby certain wages earned, compensation for services rendered, and discretionary company-matching contributions* maybe deferred and deemed to be invested in the Company’s common stock. Changes in the fair value of the plan liability are recorded as charges or credits to compensation expense. Compensation (expense) income associated with the deferred compensation plan recorded during the years ended December 31, 2025and2024* was ($8)** and $7. The fair value of the plan liability to the Company is included in accrued liabilities in the Company’s consolidated balance sheets. As of December 31, 2025and2024, the fair value of plan liability to the Company was $24** **and $16, respectively.

In addition to the employee benefit plans described above, the Company participates in certain customary employee benefits plans, including those which provide health and life insurance benefits to employees.

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INDEX TO EXHIBITS

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the eleventh day of March, 2026.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons (including a majority of the board of directors) on behalf of the registrant and in the capacities and on the dates indicated.