BROADWIND, INC.

Previous wording

The One Big Beautiful Bill Act (the “OBBBA”), which was signed into law on July 4, 2025, eliminates AMP credits for components produced and sold after December 31, 2027. The OBBBA shortened the time period in which we could benefit from the AMP credits, which could have a material adverse effect on our business in the near term. Under the OBBBA, wind projects that begin construction after July 4, 2026, must be placed in service by December 31, 2027, to qualify for the production tax credit (“PTC”) or the investment tax credit (“ITC”). Any wind project that begins construction after July 4, 2026, and is not placed in service by December 31, 2027, will not qualify for the PTC or the ITC. The PTC and ITC drive demand for new wind projects by providing financial incentives to developers. We expect the changes to the PTC and the ITC could lead to a decrease in the number of new wind projects, which would cause a corresponding decrease in demand for our wind products. Lower demand for our wind products, coupled with the expedited phase out of the AMP credits, would adversely impact the profitability of our Heavy Fabrications segment.

Current wording

The OBBBA which was signed into law on July 4, 2025, eliminates AMP credits for components produced and sold after December 31, 2027. The OBBBA shortened the time period in which we could benefit from the AMP credits, which could have a material adverse effect on our business in the near term. Under the OBBBA, wind projects that begin construction after July 4, 2026, must be placed in service by December 31, 2027, to qualify for the production tax credit (“PTC”) or the investment tax credit (“ITC”). Any wind project that begins construction after July 4, 2026, and is not placed in service by December 31, 2027, will not qualify for the PTC or the ITC. The PTC and ITC drive demand for new wind projects by providing financial incentives to developers. We expect the changes to the PTC and the ITC could lead to a decrease in the number of new wind projects, which would cause a corresponding decrease in demand for our wind products. Lower demand for our wind products, coupled with the expedited phase out of the AMP credits, would adversely impact the profitability of our Heavy Fabrications segment.

Previous wording

We received $43,585 in new orders in the third quarter, up from $22,975 in the third quarter of 2024. Gearing segment orders increased by 261% due to improved demand from most markets served, most notably in power generation which reflects significant orders from a leading Original Equipment Manufacturer (“OEM”) of natural gas turbines. Industrial Solutions orders increased by 86% compared to the prior year quarter primarily due to an increase in demand associated with new gas turbine and aftermarket gas turbine projects. Additionally, Heavy Fabrications segment orders increased by 25% due primarily to increased wind tower orders. This increase was partially offset by a decrease in industrial fabrication product line and lower wind repowering orders as we wound down operations in Manitowoc (described below).

Current wording

We received $37,422 in new orders in the first quarter, up from $30,455 in the first quarter of 2025. Gearing segment orders increased by 66% due to improved demand from most markets served, most notably in power generation which reflects significant orders from a leading Original Equipment Manufacturer (“OEM”) of natural gas turbines. Industrial Solutions orders increased by 44% compared to the prior year quarter primarily due to an increase in demand associated with new gas turbine and aftermarket gas turbine projects. Additionally, wind tower orders within the Heavy Fabrications segment increased significantly as we recognized meaningful wind tower orders again after an extended period of production against a long-term customer agreement announced in the first quarter of 2023. These increases were partially offset by lower wind repowering orders, as well as lower industrial fabrication product line orders attributable to the wind down of our operations in Manitowoc.

Previous wording

We recorded net income of** $7,463 or $0.32 **per share in the third quarter of 2025, compared to net income of $74 or $0.00 per share in the third quarter of 2024. The increase was primarily due to the sale of the Manitowoc industrial fabrication operations as described below, partially offset by manufacturing inefficiencies experienced within the Heavy Fabrications segment.

Current wording

We recorded a net loss of** $495 or $0.02 per share in the first quarter of 2026, compared to a net loss of $370 or $0.02 per share in the first quarter of 2025. The increase was primarily due to lower sales and manufacturing inefficiencies experienced early in the first quarter within the Heavy Fabrications segment, **partially offset by higher sales in the Gearing and Industrial Solutions segments.

Previous wording

Despite the increase in revenue described above, gross profit decreased versus the prior year due primarily to manufacturing inefficiencies experienced within Heavy Fabrications and increased fixed costs to support higher volumes.

Current wording

Despite the overall decrease in revenue described above, gross profit increased versus the prior year due primarily to higher sales within the Gearing and Industrial Solutions segments, partially offset by manufacturing inefficiencies experienced early in the first quarter within the Heavy Fabrications segment.

Previous wording

We recorded net income of $7,463 during the three months ended September 30, 2025,** **compared to net income of $74 during the three months ended September 30, 2024. This increase in net income was primarily due to the sale of the Manitowoc industrial fabrication operations, partially offset by the other factors described above.

Current wording

We recorded a net loss of $495 during the three months ended March 31, 2026, compared to a net loss of $370 during the three months ended March 31, 2025. This increase in net loss was primarily due to an increase in interest expense.

Previous wording

Within our Heavy Fabrications segment, orders decreased 23% from the prior year period primarily due to a 77% decrease in industrial fabrication product line orders, and lower wind repowering orders, as we wound down our Manitowoc operations and experienced lower demand for our PRS units. Partially offsetting this decrease was an increase in wind tower orders as during the third quarter we began to recognize meaningful wind tower orders again after an extended period of production against a long-term customer agreement announced in the first quarter of 2023. Segment revenues increased by 28% compared to the prior year period primarily due to a 46%** **increase in wind revenue as we restarted tower production with a limited run at our Manitowoc facility and recognized increased wind repowering revenue. This was partially offset by a 16% decrease in industrial fabrication product line revenues as we wound down the Manitowoc operations and had fewer shipments of our PRS units.

Current wording

Heavy Fabrications segment orders decreased 22% from the prior year period reflective of lower wind repowering and industrial fabrication product line orders as we wound down operations in Manitowoc, partially offset by an increase in wind tower orders as we recognized meaningful wind tower orders again after an extended period of production against a long-term customer agreement announced in the first quarter of 2023. Segment revenues decreased by 35% compared to the prior year period due to lower wind repowering and industrial fabrication product line revenues, as well as lower PRS unit shipments.

Previous wording

Gearing segment orders increased by 261% versus the prior year period primarily due to higher demand from customers from most markets served, most notably in power generation which reflects significant orders from a leading OEM of natural gas turbines. Gearing revenues were down 23% relative to the prior year primarily reflective of reduced shipments to mining and industrial customers.

Current wording

Gearing segment orders increased by 66% versus the prior year period primarily due to higher demand from customers in most markets served, most notably in power generation which reflects significant orders from a leading OEM of natural gas turbines. Gearing revenues were up 42% relative to the prior year primarily reflective of increased shipments to power generation and mining customers.

Previous wording

The Gearing segment’s operating income decreased by $2,692 from the prior year period. This** **decrease was primarily attributable to lower sales, partially offset by a favorable $482 property tax adjustment in the current year period.

Current wording

The Gearing segment’s operating loss decreased by $835 from the prior year period. This decrease was primarily attributable to higher sales in the current year period, partially offset by the absence of a favorable property tax adjustment recognized in the prior year period.

Previous wording

Industrial Solutions segment orders increased from the prior year period primarily due to an increase in orders associated with new and aftermarket gas turbine projects. Segment revenues increased from the prior year period primarily due to higher shipments to new gas turbine customers. Operating income decreased versus the prior year period primarily as a result of** **a less profitable mix of product sold and increased subcontracted manufacturing costs.

Current wording

Industrial Solutions segment orders increased from the prior year period primarily due to an increase in orders associated with new and aftermarket gas turbine projects. Segment revenues increased from the prior year period primarily due to higher shipments to aftermarket gas turbine customers. Operating income increased versus the prior year period primarily as a result of higher sales and a more profitable mix of product sold.

Previous wording

On August 4, 2022, we entered into a credit agreement (the “2022 Credit Agreement”) with Wells Fargo Bank, National Association, as lender (“Wells Fargo”), providing the Company and its subsidiaries with a $35,000 senior secured revolving credit facility (which may be 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, the “2022 Credit Facility”). The proceeds of the 2022 Credit Facility are available for general corporate purposes, including strategic growth opportunities. As of September 30, 2025, cash totaled $1,195, a decrease of $6,526** from December 31, 2024. Debt and finance lease obligations at September 30, 2025 totaled $15,273. As of September 30, 2025, we had $8,988 **outstanding under the 2022 Credit Facility and had the ability to borrow up to an additional $25,583.

Current wording

On August 4, 2022, we entered into a credit agreement (the “2022 Credit Agreement”) with Wells Fargo Bank, National Association, as lender (“Wells Fargo”), providing the Company and its subsidiaries with a $35,000 senior secured revolving credit facility (which may be 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, the “2022 Credit Facility”). The proceeds of the 2022 Credit Facility are available for general corporate purposes, including strategic growth opportunities. As of March 31, 2026, cash totaled $943**,** an increase of $487** from December 31, 2025. Debt and finance lease obligations at March 31, 2026 totaled $14,993. As of March 31, 2026, we had $9,603 **outstanding under the 2022 Credit Facility and had the ability to borrow up to an additional $15,436, after considering the requirement to maintain minimum excess availability under the Credit Agreement equal to or greater than 25% of the revolving loan limit thereunder. On April 30, 2026, in addition to the normal required progress payments, we made a repayment of $1,420 on the outstanding senior secured term loan under the 2022 Credit Agreement in conjunction with the sale of the Abilene production facility.

Previous wording

We also have outstanding notes payable for capital expenditures in the amount of $1,341 and $1,618 as of September 30, 2025 and December 31, 2024, respectively, with $389 and $371 included in the “Line of Credit and current maturities of long-term debt” line item of our condensed consolidated financial statements as of September 30, 2025 and December 31, 2024, respectively. The notes payable have monthly payments that range from $1 to $20 and an interest rate of approximately 7%. The equipment purchased is utilized as collateral for the notes payable. The outstanding notes payable have maturity dates that range from September 2028 to June 2029.

Current wording

We also have outstanding notes payable for capital expenditures in the amount of $1,150 and $1,618 as of March 31, 2026 and December 31, 2025, respectively, with $402** **and $396 included in the “Line of Credit and current maturities of long-term debt” line item of our condensed consolidated financial statements as of March 31, 2026 and December 31, 2025, respectively. The notes payable have monthly payments that range from $1 to $20 and an interest rate of approximately 7%. The equipment purchased is utilized as collateral for the notes payable. The outstanding notes payable have maturity dates that range from September 2028 to June 2029.

Previous wording

On September 12, 2022, we 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, we may sell from time to time through the Agents shares of our common stock with an aggregate sales price of up to $12,000. We 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. No shares of the Company’s common stock were issued under the Sales Agreement during the year ended December 31, 2024 or nine months ended September 30, 2025. As of September 30, 2025, shares of our 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 a 424(b) prospectus supplement.

Current wording

On September 12, 2022, we 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, we may sell from time to time through the Agents shares of our common stock with an aggregate sales price of up to $12,000. We 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. No shares of the Company’s common stock were issued under the Sales Agreement during the year ended December 31, 2025 or three months ended March 31, 2026. As of March 31, 2026, shares of our 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 a 424(b) prospectus supplement.

Previous wording

If assumptions regarding our production, sales and subsequent collections from certain of our large customers, our ability to finalize the terms of the remaining obligations under a supply agreement with a leading global wind turbine manufacturer, as well as receipt of customer deposits and revenues generated from new customer orders, are materially inconsistent with management’s expectations, we may in the future encounter cash flow and liquidity issues.

Current wording

If assumptions regarding our production, sales and subsequent collections from certain of our large customers, as well as receipt of customer deposits and revenues generated from new customer orders, are materially inconsistent with management’s expectations, we may in the future encounter cash flow and liquidity issues.

Previous wording

The following table summarizes our cash flows from operating, investing, and financing activities for the nine months ended September 30, 2025 and 2024:

Current wording

The following table summarizes our cash flows from operating, investing, and financing activities for the three months ended March 31, 2026 and 2025:

Previous wording

During the nine months ended September 30, 2025,** net cash used in operating activities totaled $16,242 compared to net cash used in operating activities of $986 during the prior year period. The increase in net cash used in operating activities during the current year period was primarily attributable to a more significant increase in inventory, decreased proceeds from **the sale of AMP credits, and an increase in cash used to fund accounts receivable in the current year period compared to a source of cash in the prior year period.

Current wording

During the three months ended March 31, 2026,** net cash provided by operating activities totaled **$2,905 compared to net cash used in operating activities of $8,037 during the prior year period. The increase in net cash provided by operating activities during the current year period was primarily attributable to the absence of a significant decrease in customer deposits and a less significant increase in inventory in the current year period. This was partially offset by a less significant increase in accounts payable in the current year period.

Previous wording

During the nine months ended September 30, 2025,** **net cash provided by investing activities totaled $9,936, comp ared to net cash used in investing activities of $3,120 during the prior year period. The increase in net cash provided by investing activities as compared to the prior year period was primarily due to the net proceeds received from the sale of the Manitowoc industrial fabrication operations.

Current wording

During the three months ended March 31, 2026,** **net cash used in investing activities totaled $2,688, comp ared to net cash used in investing activities of $916 during the prior year period. The increase in net cash provided by investing activities as compared to the prior year period was primarily due to a net increase in purchases of property and equipment.

Previous wording

During the nine months ended September 30, 2025, net cash used in financing activities totaled $220, compared to net cash provided by financing activities of $4,391 during the prior year period. The decrease was primarily due to decreased net borrowings under the 2022 Credit Facility in the current year period and proceeds from long-term debt received in the prior year period.

Current wording

During the three months ended March 31, 2026, net cash provided by financing activities totaled $270, compared to net cash provided by financing activities of $2,436 during the prior year period. The decrease was primarily due to decreased net borrowings under the 2022 Credit Facility in the current year period.

Previous wording

There have been no material changes in our critical accounting estimates during the nine months ended September 30, 2025 as compared to the critical accounting estimates described in our Annual Report on Form 10-K for the year ended December 31, 2024.

Current wording

There have been no material changes in our critical accounting estimates during the three months ended March 31, 2026 as compared to the critical accounting estimates described in our Annual Report on Form 10-K for the year ended December 31, 2025.

Previous wording

The preceding discussion and analysis should be read in conjunction with our condensed consolidated financial statements and related notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2024. Portions of this Quarterly Report on Form 10-Q, including the discussion and analysis in this Part I, Item 2, contain “forward looking statements”, as defined in Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), that reflect our current expectations regarding our future growth, results of operations, financial condition, cash flows, performance, business prospects and opportunities, as well as assumptions made by, and information currently available to, our management. We have tried to identify forward looking statements by using words such as “anticipate,” “believe,” “expect,” “intend,” “will,” “should,” “may,” “plan” and similar expressions, but these words are not the exclusive means of identifying forward looking statements. Forward-looking statements include any statement that does not directly relate to a current or historical fact. Our forward-looking statements may include or relate to our beliefs, expectations, plans and/or assumptions with respect to the following: (i) the impact of global health concerns on the economies and financial markets and the demand for our products; (ii) state, local and federal regulatory frameworks affecting the industries in which we compete, including the wind energy industry, and the related phase out, extension, continuation or renewal of federal tax incentives and grants, including the advanced manufacturing tax credits, and state renewable portfolio standards as well as new or continuing tariffs on steel or other products imported into the United States; (iii) our customer relationships and our substantial dependency on a few significant customers and our efforts to diversify our customer base and sector focus and leverage relationships across business units; (iv) our ability to operate our business efficiently, comply with our debt obligations, manage capital expenditures and costs effectively, and generate cash flow; (v) the economic and operational stability of our significant customers and suppliers, including their respective supply chains, and the ability to source alternative suppliers as necessary; (vi) our ability to continue to grow our business organically and through acquisitions; (vii) the production, sales, collections, customer deposits and revenues generated by new customer orders and our ability to realize the resulting cash flows; (viii) information technology failures, network disruptions, cybersecurity attacks or breaches in data security; (ix) the sufficiency of our liquidity and alternate sources of funding,…

Excerpt shortened here; the source contains the full paragraph.

Current wording

The preceding discussion and analysis should be read in conjunction with our condensed consolidated financial statements and related notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2025. Portions of this Quarterly Report on Form 10-Q, including the discussion and analysis in this Part I, Item 2, contain “forward looking statements”, as defined in Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), that reflect our current expectations regarding our future growth, results of operations, financial condition, cash flows, performance, business prospects and opportunities, as well as assumptions made by, and information currently available to, our management. We have tried to identify forward looking statements by using words such as “anticipate,” “believe,” “expect,” “intend,” “will,” “should,” “may,” “plan” and similar expressions, but these words are not the exclusive means of identifying forward looking statements. Forward-looking statements include any statement that does not directly relate to a current or historical fact. Our forward-looking statements may include or relate to our beliefs, expectations, plans and/or assumptions with respect to the following: (i) the impact of our sale of the Abilene, Texas production facility and its effect on our financial results, (ii) our expectations and beliefs with respect to the Company’s financial guidance as set forth in our press releases from time to time, (iii) the impact of global health concerns on the economies and financial markets and the demand for our products; (iv) state, local and federal regulatory frameworks affecting the industries in which we compete, including the wind energy industry, and the related phase out, extension, continuation or renewal of federal tax incentives and grants, including the advanced manufacturing tax credits, and state renewable portfolio standards as well as new or continuing tariffs on steel or other products imported into the United States; (v) our customer relationships and our substantial dependency on a few significant customers and our efforts to diversify our customer base and sector focus and leverage relationships across business units; (vi) our ability to operate our business efficiently, comply with our debt obligations, manage capital expenditures and costs effectively, and generate cash flow; (vii) the economic and operational stability of our significant customers and suppliers, including their respective supply chains, and the ability to source alternative suppliers as necessary; (viii) our ability to continue to grow our business organically and through acquisitions; (ix) the production, sales, collections, customer deposits and revenues generated by new cus…

Excerpt shortened here; the source contains the full paragraph.