NWPX Infrastructure, Inc.

Founded in1966, NWPX Infrastructure, Inc. (collectively with its subsidiaries, the “Company”) is a leading manufacturer of water-related infrastructure products and operates intwo segments, Water Transmission Systems (“WTS”), operating as the Northwest Pipe Company brand, and Precast Infrastructure and Engineered Systems (“Precast”). This segment presentation is consistent with how the Company’s chief operating decision maker (“CODM”), its Chief Executive Officer, evaluates the performance of the Company and makes decisions regarding the allocation of resources. See Note12, “Segment Information” for detailed descriptions of these segments.

Under the Northwest Pipe Company brand, the Company is the largest manufacturer of engineered water transmission systems in North America and produces steel casing pipe, bar-wrapped concrete cylinder pipe, and pipeline system joints and fittings. The Company also provides solution-based products for a wide range of markets including high-quality reinforced precast concrete products, lined precast sanitary sewer system structures, water distribution and management equipment including pump lift stations, wastewater pretreatment and conveyor systems, and stormwater quality products. Strategically positioned to meet growing water and wastewater infrastructure needs, the Company’s skilled team is committed to quality and innovation while upholding its core values of accountability, commitment, and teamwork. Headquartered in Vancouver, Washington, the Company operates15 manufacturing facilities across North America.

The Condensed Consolidated Financial Statements are expressed in United States Dollars and include the accounts of the Company and its subsidiaries over which the Company exercises control as of the financial statement date. Intercompany accounts and transactions have been eliminated. Certain amounts from the prior year financial statements have been reclassified in order to conform to the current year presentation. These reclassifications hadno effect on the Company’s financial position or cash flows.

The accompanying unaudited interim Condensed Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. The financial information as of* December31,* 2025 is derived from the audited Consolidated Financial Statements presented in the Company’s Annual Report on Form10‑K for the year ended* December31,* 2025 (“2025 Form10‑K”). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission and the accounting standards for interim financial statements. In the opinion of management, the accompanying Condensed Consolidated Financial Statements include all adjustments necessary (which are of a normal and recurring nature) for the fair statement of the results of the interim periods presented. The Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto together with management’s discussion and analysis of financial condition and results of operations contained in the Company’s2025 Form10‑K.

Operating results for thethree andnine months ended* September* 30, 2026 arenot necessarily indicative of the results that* maybe expected for the entire fiscal year ending December**31,* 2026.

Serpentix Conveyor, LLC

On* September* 2, 2026, the Company completed the acquisition of 100% of the equity interests of Serpentix Conveyor, LLC (“Serpentix”), a Westminster, Colorado-based manufacturer of engineered conveyor systems used primarily in municipal wastewater treatment plants and industrial manufacturing facilities, for a purchase price of approximately $51.5 million, subject to a post-closing adjustment based on changes in net working capital. Serpentix is included in the Precast segment for all periods following the acquisition date. This acquisition complements the Company’s existing dewatering, separation, and mixing capabilities, broadens the solutions it can provide to municipal and industrial customers, and advances its strategy to expand its presence across essential water and wastewater infrastructure markets.

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The following table summarizes the purchase consideration and fair value of the assets acquired and liabilities assumed as of* September* 2, 2026 (in thousands):

The purchase consideration for this acquisition is preliminarily allocated to the assets acquired and liabilities assumed based upon fair values estimated as of the date of the acquisition. The Company has commenced the process to confirm the existence, condition, and completeness of the assets acquired and liabilities assumed to establish fair value of such assets and liabilities and to determine the amount of goodwill to be recognized as of the date of the acquisition. Goodwill recognized in this acquisition is primarily attributable to management’s industry know-how and expanded product and market opportunities, as well as other factors that arenot individually identifiable or separately recognized, and is expected to be deductible for tax purposes. Due to the timing of this acquisition, the Company continues to gather information supporting the acquired assets and assumed liabilities. Accordingly, all amounts recorded are provisional. These provisional amounts are subject to change if new information is obtained concerning facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. The final determination of the fair value of certain assets and liabilities will be completed within a measurement period of up toone year from the date of acquisition. The final values* may*also result in changes to goodwill and depreciation and amortization expense related to certain assets such as property and equipment and acquired intangible assets.

The following table summarizes the components of the intangible assets acquired and their estimated useful lives:

The Company incurred transaction costs associated with this acquisition of $0.4 million during thethree andnine months ended* September* 30, 2026. These transaction costs are included in Selling, general, and administrative expense in the Condensed Consolidated Statements of Operations.

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Serpentix operations contributed net sales of $0.9 million to the Company’s continuing operations for the period from* September* 2, 2026 to* September* 30, 2026. It is impracticable to determine the effect on net income as a substantial portion of Serpentix has been integrated into the Company’s ongoing operations. The Company hasnot presented pro forma results of operations for this acquisition because it isnot material to the Company’s consolidated financial statements.

Boughton’s Precast, Inc.

On* February* 23, 2026, the Company completed the acquisition of 100% of the shares of Boughton’s Precast, Inc. (“Boughton”), a single precast facility located in Pueblo, Colorado, for a purchase price of approximately $9.0 million. Boughton is included in the Precast segment for all periods following the acquisition date. This acquisition expands the Company’s geographic footprint for its stormwater infrastructure and sanitary sewer products including manholes, catch basins, vaults, and reinforced concrete pipe.

The following table summarizes the purchase consideration and fair value of the assets acquired and liabilities assumed as of* February* 23, 2026 (in thousands):

The purchase consideration for this acquisition was allocated to the assets acquired and liabilities assumed based upon fair values estimated as of the date of the acquisition. The fair value measurements primarily related to intangible assets, deferred income taxes, and accrued liabilities are preliminary and subject to change as additional information is obtained. The final determination of the fair value of assets and liabilities will be completed within the measurement period of up toone year from the date of acquisition.

The following table summarizes the components of the intangible assets acquired and their estimated useful lives:

The Company incurred transaction costs associated with this acquisition of approximately $0 and $0.1 million during thethree andnine months ended* September* 30, 2026, respectively. These transaction costs are included in Selling, general, and administrative expense in the Condensed Consolidated Statements of Operations.

Boughton operations contributed net sales of $3.8 million to the Company’s continuing operations for the period from* February* 23, 2026 to* September* 30, 2026. It is impracticable to determine the effect on net income as a substantial portion of Boughton has been integrated into the Company’s ongoing operations. The Company hasnot presented pro forma results of operations for this acquisition because it isnot material to the Company’s consolidated financial statements.

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Inventories consist of the following (in thousands):

Goodwill

Goodwill represents the excess of the purchase price over the fair values of the assets acquired and liabilities assumed in conjunction with an acquisition. The Company has recorded goodwill in connection with its business acquisitions within the Precast segment. The changes in the carrying amount of goodwill for thenine months ended* September* 30, 2026 were as follows (in thousands):

Goodwill is reviewed for impairment annually as of* November**30,* or whenever events occur or circumstances change that indicate goodwill* maybe impaired. In testing goodwill for impairment, the Company has the option to perform a qualitative assessment to determine whether the existence of events or circumstances indicate that it is more-likely-than-not (more than50%) that the fair value of a reporting unit is less than its carrying amount. When performing a qualitative assessment, the Company evaluates factors such as industry and market conditions, cost factors, overall financial performance, and other relevant entity specific events and changes. If the qualitative assessment indicates that it is more-likely-than-not that the fair value of the reporting unit is less than its carrying amount, or if the Company choosesnot* to perform the qualitative assessment, then a quantitative assessment is performed to determine the reporting unit’s fair value. If the reporting unit’s carrying value exceeds its fair value, then an impairment loss is recognized for the amount of the excess of the carrying amount over the reporting unit’s fair value,not to exceed the total amount of goodwill allocated to the reporting unit.

Intangible Assets

Intangible assets consist of the following (in thousands):

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During thenine months ended* September* 30, 2026, intangible assets increased due to the acquisitions of Boughton and Serpentix. See Note2, “Business Combinations” for additional information related to these transactions.

Intangible assets are amortized using the straight-line method over estimated useful lives ranging fromsix to 21 years. The estimated amortization expense for each of the nextfive years and thereafter is as follows (in thousands):

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

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

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

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

The foreign currency forward contracts and interest rate swaps are derivatives valued using various pricing models or discounted cash flow analyses that incorporate observable market parameters, such as interest rate yield curves and currency rates, and are classified as Level2 within the fair value hierarchy. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level2 of the fair value hierarchy, the credit risk adjustments associated with derivatives utilize Level3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the counterparty or the Company. However, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments arenot significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level2 of the fair value hierarchy. The foreign currency forward contracts and interest rate swaps are presented at their gross fair values. The current portion of foreign currency forward contract and interest rate swap assets are included within Prepaid expenses and other and foreign currency forward contract liabilities are included within Accrued liabilities in the Condensed Consolidated Balance Sheets. The noncurrent portion of interest rate swap assets are included within Other assets in the Condensed Consolidated Balance Sheets.

The net carrying amounts of cash and cash equivalents, trade and other receivables, accounts payable, and accrued liabilities approximate fair value due to the short-term nature of these instruments. The net carrying amount of the borrowings on the line of credit approximates fair value due to its variable interest rate based on current market rates. The Company is obligated to repay the carrying value of its long-term debt. The fair value of the Company’s long-term debt is calculated using interest rates for its existing debt arrangements which are classified as Level2 inputs within the fair value hierarchy. As of* September* 30, 2026, the fair value of the Company’s long-term debt approximates the carrying value due to its variable interest rate based on current market rates.

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Share Repurchase Program

On* October10,* 2023, the Board of Directors of the Company authorized a share repurchase program of up to $30 million of its outstanding common stock. On* December11,* 2025, the Board of Directors of the Company authorized a share repurchase program of up to an additional $10 million of its outstanding common stock. These programs donot commit to any particular timing or quantity of purchases, and the programs* maybe suspended or discontinued at any time. Under the programs, shares maybe purchased in the open market, including through plans adopted pursuant to Rule10b5‑1* of the Securities Exchange Act of1934, as amended, or in privately negotiated transactions administered by its broker. At this time, the Company has elected to limit its share repurchase transactions to only those transactions made under Rule10b5‑1 trading plans.

During thethree andnine months ended* September* 30, 2026, the Company repurchased approximately 9,000 shares and 44,000 shares, respectively, of the Company’s common stock for an aggregate amount of $1.2 million and $3.7 million, respectively. During thethree andnine months ended* September* 30, 2025, the Company repurchased approximately 186,000 shares and 379,000 shares, respectively, of the Company’s common stock for an aggregate amount of $8.0 million and $15.8 million, respectively. All shares reacquired in connection with the Company’s share repurchase programs are retired and treated as authorized and unissued shares. As of* September* 30, 2026, $12.7 million of the share repurchase authorization remained available for repurchases under these programs.

The Company hasone active stock incentive plan for employees and directors, the2022 Stock Incentive Plan, which provides for awards of stock options to purchase shares of common stock, stock appreciation rights, restricted and unrestricted shares of common stock, restricted stock units (“RSUs”), and performance share awards (“PSAs”).

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

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

Restricted Stock Units and Performance Share Awards

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

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

The unvested balance of RSUs and PSAs as of* September* 30, 2026 includes approximately 121,000 PSAs at the target level of 100%. The vesting of these awards is subject to the achievement of specified performance-based conditions, and the actual number of common shares that will ultimately be issued will be determined by multiplying this number of PSAs by a payout percentage ranging from 0% to 200%.

Based on the estimated level of achievement of the performance targets associated with the PSAs as of* September* 30, 2026, unrecognized compensation expense related to the unvested portion of the Company’s RSUs and PSAs was $7.7 million, which is expected to be recognized over a weighted-average period of 1.6 years.

Stock Awards

For thenine months ended* September* 30, 2026 and2025, stock awards of 5,394 shares and 12,996 shares, respectively, were granted to non-employee directors, which vested immediately upon issuance. The Company recorded compensation expense based on the weighted-average fair market value per share of the awards on the grant date of $122.31 in2026 and $39.23 in2025.

Portland Harbor Superfund Site

In2000, a section of the lower Willamette River known as the Portland Harbor Superfund Site was included on the National Priorities List by the United States Environmental Protection Agency (“EPA”). While the Company’s Portland, Oregon manufacturing facility doesnot border the Willamette River, an outfall from the facility’s stormwater system drains into a neighboring property’s privately owned stormwater system and slip. Also in2000, the Company was notified by the EPA and the Oregon Department of Environmental Quality (“ODEQ”) of potential liability under the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”). A remedial investigation and feasibility study of the Portland Harbor Superfund Site was directed by a group of 14 potentially responsible parties (“PRPs”) known as the Lower Willamette Group, under agreement with the EPA. The EPA finalized the remedial investigation report in2016, and the feasibility study in2016, which identified multiple remedial alternatives. In2017, the EPA issued its Record of Decision (“ROD”) selecting the remedy for cleanup at the Portland Harbor Superfund Site, which it believes will cost approximately $1 billion at net present value and take 13 years to complete. These costs are expected to increase given remediation willnot begin for several years. The design of the proposed remediation work is ongoing and the EPA has requested the parties who are anticipated to perform the remedial design provide cost estimates. The Company wasone of approximately 60 PRPs to receive a confidential Special Notice Letter (“SNL”) from the EPA in2024 in which the EPA expressed its desire to obtain a commitment from named PRPs of their intent to negotiate towards a Consent Decree that is aligned with the ROD. The Company submitted its response in* May 2025which, like the SNL, is intended to remain confidential. The EPA has commented that it continues to expect settlement negotiations to take approximatelytwo* years. Subsequently, the remediation work activities and associated costs for each project area with the Portland Harbor Superfund Site will be agreed upon. Because these factors remain unknown, the Company is unable to estimate an amount or an amount within a range of costs for its obligation with respect to the Portland Harbor Superfund Site matters, andno liability has been recorded as of the date of this filing.

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The Company and the ODEQ have agreed to a monitored natural attenuation work plan designed to provide ongoing monitoring of shallow groundwater objectives established for the Company’s site. Regular testing has confirmed that natural attenuation is an effective form of controlling the release of contaminants into the Willamette River. Any future liabilities or other obligations associated with source control would be derived from observed failure to meet groundwater objectives, which the Company considers unlikely based on the Company’s pattern of successful testing results.

Concurrent with the activities of the EPA and the ODEQ, the Portland Harbor Natural Resources Trustee Council (“Trustees”) sent some or all of the same parties, including the Company, a notice of intent to perform a Natural Resource Damage Assessment (“NRDA”) for the Portland Harbor Superfund Site to determine the nature and extent of natural resource damages under CERCLA Section107. The Trustees for the Portland Harbor Superfund Site consist of representatives from several Northwest Indian Tribes,three federal agencies, andone state agency. The Trustees act independently of the EPA and the ODEQ. The Trustees have encouraged PRPs to voluntarily participate in the funding of their injury assessments and several of those parties have agreed to do so. In2014, the Company agreed to participate in the injury assessment process, which included funding $0.4 million of the assessment, of which $0.1 million has since been refunded. The Company doesnot expect to incur future costs in the resolution of the NRDA.

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

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

All Sites

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

Other Contingencies and Legal Proceedings

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

Guarantees

The Company has entered into certain letters of credit that total $1.1 million as of* September* 30, 2026. The letters of credit relate to workers’ compensation insurance and a public improvement project.

The Company manufactures water infrastructure steel pipe products, which are generally made to custom specifications for installation contractors serving projects funded by public water agencies, as well as precast and reinforced concrete products, including stormwater and wastewater products. Generally, each of the Company’s contracts with its customers contains a single performance obligation, as the promise to transfer products isnot separately identifiable from other promises in the contract and, therefore, isnot distinct.

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

The Company recognized revenue from performance obligations satisfied (or partially satisfied) in previous periods as a result of changes in the transaction price or revisions to contract estimates of ($0.4) million and $1.8 million during thethree andnine months ended* September* 30, 2026, respectively and $2.3 million and $4.4 million during thethree andnine months ended* September* 30, 2025, respectively.

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

The Company generally doesnot recognize revenue on a contract until the contract has approval and commitment from both parties, the contract rights and payment terms can be identified, the contract has commercial substance, and its collectability is probable. The Company’s contracts donot contain significant financing.

Disaggregation of Revenue

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

Accounts Receivable, Contract Assets, and Contract Liabilities

Timing of revenue recognition, billings, and cash collections* may*result in the recognition of trade accounts receivable, contract assets (unbilled receivables), and contract liabilities (customer advances and deposits) on the consolidated balance sheets. The Company reports trade accounts receivable and contract assets net of an allowance for credit losses.

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

The difference between the opening and closing balances of the Company’s contract assets and contract liabilities primarily results from the timing difference between the Company’s performance and billings. The changes in the contract assets and contract liabilities balances during thenine months ended* September* 30, 2026 and2025 werenot materially affected by any other factors.

The Company recognized revenue that was included in the contract liabilities balance at the beginning of each period of $6.6 million and $11.1 million during thenine months ended* September* 30, 2026 and2025, respectively.

Backlog

Backlog represents the balance of remaining performance obligations under signed contracts for WTS water infrastructure steel pipe products and Precast engineered conveyor systems for which revenue is recognized over time. As of* September* 30, 2026, WTS backlog was $264 million and Precast backlog was $8 million. The Company expects to recognize approximately 34% of the remaining performance obligations in 2026,47% in 2027, and the balance thereafter.

The Company files income tax returns in the United States Federal jurisdiction, in a limited number of foreign jurisdictions, and in many state jurisdictions. With few exceptions, the Company isno longer subject to United States Federal, state, or foreign income tax examinations for years before2022.

The Company recorded income tax expense at an estimated effective income tax rate of 23.9% and 23.1% for thethree andnine months ended* September* 30, 2026, respectively and 26.0% and 25.6% for thethree andnine months ended* September* 30, 2025, respectively. The Company’s estimated effective income tax rate for thethree months ended* September* 30, 2026 was primarily impacted by non-deductible permanent differences, partially offset by return-to-provision adjustments. The Company’s estimated effective income tax rate for thethree months ended* September* 30, 2025 was primarily impacted by non-deductible permanent differences. The Company’s estimated effective income tax rates for thenine months ended* September* 30, 2026 and2025 were primarily impacted by non-deductible permanent differences, partially offset by the tax windfalls recognized upon the vesting of equity awards.

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

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

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

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

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

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

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

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

There have beenno developments to recently issued accounting standards, including the expected dates of adoption and estimated effects on the Company’s Condensed Consolidated Financial Statements and disclosures in Notes to Condensed Consolidated Financial Statements, from those disclosed in the Company’s2025 Form10‑K, except for the following.

Accounting Changes

In* July 2025,the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)No. 2025‑05, “Financial Instruments—Credit Losses (Topic326*): Measurement of Credit Losses for Accounts Receivable and Contract Assets” (“ASU2025‑05”) which provides a practical expedient permitting all entities to assume that current conditions as of the balance sheet date donot change for the remaining life of the asset when developing reasonable and supportable forecasts as part of estimating expected credit losses. The Company adopted ASU2025-05 on a prospective basis on* January**1,* 2026 and the impact wasnot material to the Company’s financial position, results of operations, or cash flows.

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In* December 2025,the FASB issued ASUNo.* 2025‑11, “Interim Reporting (Topic270): Narrow-Scope Improvements” (“ASU2025‑11”) which improves the navigability of the required interim disclosures and clarifies when that guidance is applicable. Under ASU2025‑11, an entity is subject to Topic270 if it provides interim financial statements and notes in accordance with U.S. GAAP. ASU2025‑11 also addresses the form and content of such financial statements, adds lists to Topic270 of the interim disclosures required by all other Codification topics, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. The Company adopted ASU2025‑11 on a prospective basis on* January**1,* 2026 and the impact wasnot material to the Company’s financial position, results of operations, or cash flows.

Recent Accounting Standards

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

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