NWPX Infrastructure, Inc.
For the period ended Jun 10, 2026. Filed Apr 23, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 10, 2026 · Filed Apr 23, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ** ** ** )**
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a‑12 |
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NWPX INFRASTRUCTURE, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a‑6(i)(1) and 0‑11 |
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Notice of Annual Meeting of Shareholders
| TIME & DATE | PLACE | RECORD DATE | ADMISSION |
|---|---|---|---|
| 7:00 a.m. Wednesday, June 10, 2026 | Virtual Meeting www.virtualshareholder meeting.com/NWPX2026 | Close of Business April 9, 2026 | See Voting Information on page 18 |
Voting Matters and Board of Directors Recommendations
| Proposal 1 | Election of Directors ► See page 16 for further information | ☑ FOR each nominee |
|---|---|---|
| Proposal 2 | Advisory Vote on the Company’s Executive Compensation ► See page 17 for further information | ☑ FOR |
| Proposal 3 | Ratification of the Appointment of Baker Tilly US, LLP (“Baker Tilly”) as the Company’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2026 ► See page 18 for further information | ☑ FOR |
| The 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of NWPX Infrastructure, Inc. (collectively with its subsidiaries, the “Company” and “NWPX Infrastructure”) will be held via webcast on Wednesday, June 10, 2026, at 7:00 a.m. Pacific Time at www.virtualshareholdermeeting.com/NWPX2026. To participate in the Annual Meeting, you will need your unique 16-digit control number printed in the box and marked by the arrow on your proxy card or on the voting instructions from your stockbroker, bank, or other nominee that accompanied your proxy materials. On the record date, there were 9,637,008 shares of Common Stock then outstanding, with each share of Common Stock being entitled to one vote. Mailing Date This Proxy Statement, together with the enclosed proxy card and the Annual Report on Form 10‑K for the year ended December 31, 2025 (“2025 Annual Report to Shareholders”) of NWPX Infrastructure are first being mailed to shareholders of the Company on or about April 23, 2026. | How to Vote in Advance | |
|---|---|---|
| Please review the Proxy Statement and vote in one of the three ways shown below. You will need your 16-digit control number to vote on all platforms. | ||
| By Phone: Call the phone number on your proxy card and follow the voting instructions on the form. | ||
| By Mail: Follow the instructions on your proxy card and use the enclosed prepaid and addressed envelope. | ||
Important Notice Regarding Internet Availability of Proxy Materials
This Proxy Statement and the Company’s 2025 Annual Report to Shareholders for the Annual Meeting to be held on June 10, 2026 are also available at www.proxyvote.com.
2026 Proxy Statement
i
Letter from Our Chief Executive Officer
April 13, 2026
Dear Fellow Shareholder: You are cordially invited to attend the 2026 Annual Meeting of Shareholders on Wednesday, June 10, 2026, at 7:00 a.m. Pacific Time. As part of NWPX Infrastructure’s effort to encourage broader participation, the Board of Directors has determined that the Annual Meeting will be conducted virtually via webcast rather than in person. You will be able to attend the meeting, vote your shares, and submit questions by logging in at www.virtualshareholdermeeting.com/NWPX2026. Fiscal 2025 was an exceptional year for NWPX Infrastructure. We delivered record net sales, gross profit, and net income, reflecting exceptional operational execution across both our business segments starting with our safety performance, which was another annual record for the Company. We also generated substantial free cash flow, further strengthening our balance sheet and positioning the Company for continued growth. These results are not incidental. They reflect the strength of our market position, the dedication of our employees, and our continued focus on operational excellence, innovation, and prudent capital allocation. As you review this Proxy Statement, we reinforce our confidence in the durability of our business model and our commitment to creating long-term shareholder value. Your vote is important. As a shareholder of NWPX Infrastructure, you play a critical role by considering and acting on the matters set forth in the accompanying Proxy Statement. We appreciate the time and attention you devote to these decisions. Looking ahead, we remain confident in the opportunities before us and committed to disciplined growth and sustained performance. On behalf of the Board of Directors, thank you for your continued investment in NWPX Infrastructure. Sincerely, Scott Montross President and Chief Executive Officer
“Our shareholders remain central to every decision we make, and we are grateful for their continued confidence in our Company. We encourage all shareholders to support our proposals so we can continue to drive growth, strengthen profitability, and deliver lasting value.”
2026 Proxy Statement
ii
Forward Looking Statements
Certain statements in this Proxy Statement, other than purely historical information, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), that are based on current expectations, estimates, and projections about NWPX Infrastructure’s business, management’s beliefs, and assumptions made by management. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “forecasts,” “should,” “could,” and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements as a result of a variety of important factors. Such forward-looking statements speak only as of the date on which they are made, and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this Proxy Statement. If the Company does update or correct one or more forward-looking statements, investors and others should not conclude that it will make additional updates or corrections with respect thereto or with respect to other forward-looking statements.
2026 Proxy Statement
iii
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.