NWPX 10-K & 10-Q changes, risk factors and insider trading

Project delays in public water transmission projects could adversely affect our business. The public water agencies constructing water transmission projects generally announce the projects well in advance of the bidding and construction process. It is not unusual for SPPWTS projects to be delayed and rescheduled. Projects are delayed and rescheduled for a number of reasons, including changes in project priorities, difficulties in complying with environmental and other government regulations, changes in ability to obtain adequate project funding, and additional time required to acquire rights-of-way or property rights. Delays in public water transmission projects may occur with insufficient notice to allow us to replace those projects in our manufacturing schedules. As a result, our business, financial position, results of operations, or cash flows may be adversely affected by unplanned downtime or reductions to facility utilization levels.

A downturn in government spending related to public water transmission projects could adversely affect our business. Our SPPWTS business is primarily dependent upon spending on public water transmission projects, including water infrastructure upgrades, repairs, and replacement and new water infrastructure spending, which in turn depends on, among other things:

Our EngineeredWater SteelTransmission Pressure PipeSystems segment faces an overcapacity situation due to recent capacity expansions as well as the potential for increased competition from substitute products from manufacturers of concrete pressure pipe, ductile iron, PVC, and HDPE. Most SPPWTS projects are competitively bid and price competition can be vigorous. In a market that already has overcapacity issues, recent increases in capacity havecould negatively affectedaffect our sales, gross margins, and overall profitability. Other competitive factors include timely delivery, ability to meet customized specifications, and high freight costs. Although our SPPWTS manufacturing facilities in Oregon, California, West Virginia, Texas, Missouri, and Mexico allow us to compete throughout North America, our competitors could build new facilities or expand capacity within our market areas. New or expanded facilities or new competitors could have a material adverse effect on our market share, product pricing, sales, gross margins, and overall profitability in our business.

We are currently, and may in the future be, required to incur costs relating to the environmental assessment or environmental remediation of our property, and for addressing environmental conditions, including, but not limited to, the issues associated with our Portland, Oregon facility as discussed in Note 1514, “Commitments and Contingencies” of the Notes to Consolidated Financial Statements in Part II — Item 8. “Financial Statements and Supplementary Data” of this 20242025 Form 10‑K. Some environmental laws and regulations impose liability and responsibility on present and former owners, operators, or users of facilities and sites for contamination at such facilities and sites without regard to causation or knowledge of contamination. Consequently, we cannot assure you that existing or future circumstances, the development of new facts, or the failure of third parties to address contamination at current or former facilities or properties will not require significant expenditures by us.

Our recognition of revenue over time includesrevenue recognition in our Water Transmission Systems segment relies on estimates. SPPWTS revenue for water infrastructure steel pipe products is recognized over time as the manufacturing process progresses and is measured by the costs incurred to date relative to the estimated total direct costs to fulfill each contract. Estimated total costs of each contract requires judgment and are reviewed on a monthly basis by project management, operations, and cost accounting personnel for all active projects. All cost revisions that result in a material change in gross profit are reviewed by senior management personnel.

Our EngineeredWater SteelTransmission Pressure PipeSystems backlog is subject to reduction and cancelation. Backlog, which represents the balance of remaining performance obligations under signed contracts for SPPWTS water infrastructure steel pipe products for which revenue is recognized over time, was $213$234 million as of December 31, 2024.2025. Our backlog is subject to fluctuations; moreover, cancelations of purchase orders, change orders on contracts, or reductions of product quantities could materially reduce our backlog and, consequently, future revenues. Our failure to replace canceled or reduced backlog could result in lower revenues, which could adversely affect our business, financial position, results of operations, or cash flows.

Fluctuations in steel prices and availability may affect our future results of operations. Purchased steel represents a substantial portion of SPPWTS cost of sales. The steel industry is highly cyclical in nature, and at times, pricing can be highly volatile due to a number of factors beyond our control, including general economic conditions, import duties, other trade restrictions, and currency exchange rates. Over the past three years, steel prices have fluctuated significantly. Our average cost for a ton of steel was approximately $967 per ton in 2025, $914 per ton in 2024, and $994 per ton in 2023, and $1,174 per ton in 2022.2023. In 2024,2025, our monthly average steel purchasing costs ranged from a high of approximately $1,084$1,093 per ton to a low of approximately $777$838 per ton. This volatility can significantly affect our gross profit.

Although we seek to recover increases in steel prices through price increases in our products, we have not always been successful. Any increase in steel prices that is not offset by an increase in our prices could have an adverse effect on our business, financial position, results of operations, or cash flows. In addition, if we are unable to acquiresecure timely access to steel supplies, we may need to decline project bidding opportunities, which could also have an adverse effect on our business, financial position, results of operations, or cash flows.

We may be subject to claims for damages for defective products, which could adversely affect our business, financial position, results of operations, or cash flows.products. We warrant our products to be free of certain defects. We have, from time to time, had claims alleging defects in our products. We cannot assure you that we will not experience material product liability losses in the future or that we will not incur significant costs to defend such claims. While we currently have product liability insurance, we cannot assure you that our product liability insurance coverage will be adequate for liabilities that may be incurred in the future or that such coverage will continue to be available to us on commercially reasonable terms. Any claims relating to defective products that result in liabilities exceeding our insurance coverage could have an adverse effect on our business, financial position, results of operations, or cash flows.

Our information technology systems canare besubject negatively affected byto cybersecurity threats. Increased global information technology security requirements, vulnerabilities, threats, and a rise in sophisticated and targeted computer crime pose a risk to the security of our systems, networks, and the confidentiality, availability, and integrity of our data. Despite our efforts to protect sensitive information and confidential and personal data, our facilities and systems and those of our third-party service providers may be vulnerable to security breaches. This could lead to disclosure, modification, or destruction of proprietary, employee, and other key information and operational disruptions. To the extent that any disruption or security breach results in a loss or damage to our data, or an inappropriate disclosure of confidential or protected personal information, it could cause significant damage to our reputation, affect our relationships with our customers, suppliers, and employees, lead to claims against us, and ultimately harm our business. Additionally, we may be required to incur significant costs to protect against damage caused by these disruptions or security breaches in the future. Any of the foregoing factors could have an adverse effect on our business, financial position, results of operations, or cash flows.

We will need to substantially increase working capital if market conditions and customer order levels grow. If market conditions and SPPWTS customer order levels were to dramatically increase, we would have to increase our working capital substantially, as it takes several months for project production to be translated into cash receipts. In general, our revolving loan borrowings and letters of credit are limited to the aggregate amount of $125 million, with an option for us to increase that amount by $50 million. As of December 31, 2024,2025, we had $24.7$0.3 million of outstanding revolving loan borrowings, $1.6$1.1 million of outstanding letters of credit, and additional borrowing capacity of approximately $99$124 million. We may not have sufficient availability to borrow the amounts we need, and other opportunities to borrow additional funds or raise capital in the equity markets may be limited or nonexistent. A shortage in the availability of working capital could have a material adverse effect on our business, financial condition, results of operations, or cash flows.

We cannot guarantee that our share repurchase program of our common stock will be fully consummated or that it will enhance long-term stockholder value. Share repurchases could also increase the volatility of the trading price of our common stockstock. andOn couldOctober diminish10, 2023, our cash reserves thereby impacting our ability to execute our growth strategy. On November 2, 2023, we announced our authorizationBoard of Directors authorized a share repurchase program of up to $30 million of our outstanding common stock. TheOn December 11, 2025, our Board of Directors authorized a share repurchase program doesof up to an additional $10 million of our outstanding common stock. These programs do not commit to any particular timing or quantity of purchases, and the programprograms may be suspended or discontinued at any time. During the year ended December 31, 2024,2025, we repurchased approximately 145,000425,000 shares of our common stock and had $24.9an aggregate amount of approximately $16.4 million remaining in share repurchase capacity as of December 31, 2024.2025, including the $10 million increase described above. The actual timing and amount of repurchases remain subject to a variety of factors, including stock price, trading volume, market conditions and other general business considerations. We cannot guarantee that the program will be fully consummated or that it will enhance long-term stockholder value. The program could affect the trading price of our common stock and increase volatility, and any announcement of a termination of this program may result in a decrease in the trading price of our common stock.

The following is management’s discussion and analysis of certain significant factors that have affected our consolidated financial condition and results of operations during the periods included herein. This discussion should be read in conjunction with our historical Consolidated Financial Statements and Notes to Consolidated Financial Statements in Part II — Item 8. “Financial Statements and Supplementary Data” of this 20242025 Form 10‑K. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under Part I — Item 1A. “Risk Factors” or in other parts of this 20242025 Form 10‑K. For discussion related to the results of operations and changes in financial condition for the year ended December 31, 20232024 compared to the year ended December 31, 20222023 refer to Part II — Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Year Ended December 31, 20232024 Compared to Year Ended December 31, 20222023” and “Liquidity and Capital Resources” in our 20232024 Form 10‑K, which was filed with the SEC on MarchFebruary 5,27, 2024,2025, and which is incorporated herein by reference.

NWPX Infrastructure, Inc., formerly known as Northwest Pipe CompanyCompany, is a leading manufacturer of water-related infrastructure products, and operates in two segments, EngineeredWater SteelTransmission PressureSystems (WTS), operating as the Northwest Pipe (SPP)Company brand, and Precast Infrastructure and Engineered Systems (Precast)., which includes the brands NWPX Geneva and NWPX Park. For detailed descriptions of these segments, see the “Our Segments” discussion in Part I — Item 1. “Business” of this 20242025 Form 10‑K.

InUnder additionour toNorthwest beingPipe Company brand, we are the largest manufacturer of engineered steel water pipelinetransmission systems in North America, we manufacture stormwaterAmerica and wastewater technology products; high-quality precast and reinforced concrete products; pump lift stations;produce steel casing pipe, bar-wrapped concrete cylinder pipe, and one of the largest offerings of pipeline system joints, fittings,joints and specializedfittings. components.We also provide 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 stormwater quality products. We have broadened our manufacturing footprint by bringing lined and engineered precast products into production at additional facilities. This increases our capacity and improves regional availability. Strategically positioned to meet growing water and wastewater infrastructure needs, weour provide solution-based products for a wide range of markets under the ParkUSA, Geneva Pipe and Precast, Permalok®, and Northwest Pipe Company lines. Our diverseskilled team is committed to safety, quality,quality and innovation while demonstratingupholding our core values of accountability, commitment, and teamwork. We are headquarteredHeadquartered in Vancouver, Washington, andwe haveoperate 13 manufacturing facilities across North America.

Demand for our Precast products is generally influenced by general economic conditions such as housing starts, population growth, interest rates, and rates of inflation. According to the United States Census Bureau, privately-owned housing starts were at a seasonally adjusted annual rate of 1.4 million in December 2025 and 1.5 million in December 2024 and December 2023,2024, and the population of the United States is expected to increase by approximately 21 million people in 2025.2026. While thesethe twohousing indicatorsmarket pointhas softened recently and the current elevated federal funds rate could temper demand for our precast products, we continue to asee strongsteady housing market, particularlydemand in Texas and Utah which are two of the fivefour fastest growing marketsstates in the United States with the highest capital expenditures per capita according to the NovemberJune 20222025 Bluefield Research Insight Report – U.S. & Canada Municipal Water Outlook:& UtilityWastewater Pipe CAPEX & OPEX Forecasts, 2022-20302025-2035 and the states in which our Precast manufacturing facilities are located, the current elevated federal funds rate could continue to temper demand for our precast products.located.

Our SPPWTS projects are often planned for many years in advance, as we operate that business with a long-term time horizon for which the projects are sometimes part of 50‑year build-out plans. WhileOur we experienced a relatively modest level of2025 project bidding levels approximated those realized in 2023, 2024 has been an improved bidding environment2024, and long-termwe expect near and medium term demand for water infrastructure projects in the United States appearsto strong.remain Additionally,relatively whilehealthy. ourOur SPPWTS business faces possible head winds from recessionary concernsuncertainty in the broader domestic economy,economy weas currentlyrecent believeexecutive itorders, morestaffing likelycuts, aand modestother increase infederal funding willdisputes beare viewed to delay funding brought on by the IIJA and the Inflation Reduction Act. While these delays first impact the engineering and design phases in the early part of the project cycle, elongated delays to funding State Revolving Funds would eventually impact future project bids. According to the OctoberAugust 20242025 Bluefield Research Insight Report – Infrastructure Investment & Jobs Act: Tracking the Spending, Q4Q3 2024,2025, approximately $2$5 billion earmarked under the IIJA has currently been awarded to DWSRFDrinking Water State Revolving Loan Fund recipients via subawards, leaving most of the $55 billion spending package available; we expect to benefit from this spending late in the cycle due to the long projecttimelines timelines.associated with WTS projects.

Purchased steel typically represents approximately 33%29% of our WTS projects’ cost of sales, and higher steel costs generally result in higher selling prices and revenue; however, volatile fluctuations in steel markets can affect our business. SPPWTS contracts are generally quoted on a fixed-price basis, and volatile steel markets can result in selling prices that no longer correlate to the cost available at the time of steel purchase. Our average price of purchased steel was $914$967 per ton in 2024,2025, compared to $914 in 2024 and $994 in 2023 and $1,174 in 2022.2023.

Economic uncertainty, including the impacts of threatenedU.S. tariffs,global raweconomic material shortages,policy, inflationary pressures, potential risks of a recession, and disruptions in the financial markets could have an adverse effect on our business. TheWe believe uncertainty around the tariffs and related countermeasures could further dampen construction activity and impact our costs, particularly in the short term; however, these risks will be mitigated to the extent ofpossible. Should the impact of these broader economic forcesenvironment remain uncertain, the direct and indirect impact on our business will also depend on future developments, which cannot be predicted.

SPPWTS net sales increased 14.0%3.8% to $350.9 million in 2025 compared to $337.9 million in 2024 compared to $296.4 million in 2023 driven by a 33% increase in tons produced resulting from an improved bidding environment and changes in project timing, which was partially offset by a 14% decreaseincrease in selling price per ton due to achanges combination of lower raw materials costs andin product mix.mix, which was partially offset by a 9% decrease in tons produced resulting from changes in project timing. Bidding activity, backlog, and production levels may vary significantly from period to period, thereby affecting sales volumes.

Precast net sales increased 4.5%13.3% to $175.1 million in 2025 compared to $154.6 million in 2024 compared to $148.0 million in 2023 driven by aan 28%8% increase in volume shipped,shipped partially offset byand a 15%4% decreaseincrease in selling prices due to changes in product mix.

SPPWTS gross profit increased 47.6%7.2% to $67.1 million (19.1% of WTS net sales) in 2025 compared to $62.6 million (18.5% of SPPWTS net sales) in 2024 compared to $42.4 million (14.3% of SPP net sales) in 2023 primarily due to increased volumeselling and changes in product mix.prices.

Precast gross profit decreasedincreased 6.9%11.3% to $36.5 million (20.8% of Precast net sales) in 2025 compared to $32.8 million (21.2% of Precast net sales) in 2024 compared to $35.2 million (23.8% of Precast net sales) in 2023 primarily due to changesincreased involume product mix.shipped.

Selling, general, and administrative expense. Selling, general, and administrative expense increased 7.7%11.9% to $52.8 million (10.0% of net sales) in 2025 compared to $47.2 million (9.6% of net sales) in 2024 compared to $43.8 million (9.9% of net sales) in 2023 primarily due to $3.9$2.8 million in higher incentive compensation expense and $1.2$2.6 million in higher compensation-relatedbase expenses,compensation partiallyand offsetbenefits by $0.9 million in lower professional fees.expense.

Income taxes. Income tax expense was $11.1 million in 2025 (an effective income tax rate of 23.8%) compared to $8.2 million in 2024 (an effective income tax rate of 19.3%). compared to $8.2 million in 2023 (anThe effective income tax rate for 2025 was primarily impacted by non-deductible permanent differences and a reduction in uncertain income tax positions due to a lapse in statute of 28.0%).limitations for the year the position originated. The effective income tax rate for 2024 was primarily impacted by reduction in uncertain income tax positions due to a lapse in statute of limitations for the year the position originated. The effective income tax rate for 2023 was primarily impacted by non-deductible permanent differences, accrued interest on uncertain income tax positions, and state franchise tax. The effective income tax rate can change significantly depending on the relationship of permanent income tax differences to estimated pre-tax income or loss. Accordingly, the comparison of effective income tax rates between periods is not meaningful in all situations.

Our principal sources of liquidity generally include operating cash flows and our credit agreement. From time to time our long-term capital needs may be met through the issuance of additional debt or equity. Our principal uses of liquidity generally include capital expenditures, working capital, organic growth initiatives, acquisitions, share repurchases, and debt service. Information regarding our cash flows for the years ended December 31, 2025, 2024, 2023, and 20222023 are presented in our Consolidated Statements of Cash Flows contained in Part II — Item 8. “Financial Statements and Supplementary Data” of this 20242025 Form 10‑KK, and are further discussed below.

Fluctuations in SPPWTS working capital accounts result from timing differences between production, shipment, invoicing, and collection, as well as changes in levels of production and costs of materials. We typically have a relatively large investment in working capital, as we generally pay for materials, labor, and other production costs in the initial stages of a project, while payments from our customers are generally received after finished product is delivered. A portion of our revenues are recognized over time as the manufacturing process progresses; therefore, cash receipts typically occur subsequent to when revenue is recognized and the elapsed time between when revenue is recorded and when cash is received can be significant. As such, our payment cycle is a significantly shorter interval than our collection cycle, although the effect of this difference in the cycles may vary by project, and from period to period.

As of December 31, 2025, we had $0.3 million of outstanding revolving loan borrowings, $11.5 million of outstanding long-term debt, $91.1 million of operating lease liabilities, and $7.1 million of finance lease liabilities. As of December 31, 2024, we had $24.7 million of outstanding revolving loan borrowings, $14.5 million of outstanding long-term debt, $90.7 million of operating lease liabilities, and $6.8 million of finance lease liabilities. As of December 31, 2023, we had $54.5 million of outstanding revolving loan borrowings, $10.8 million of outstanding current debt, $90.2 million of operating lease liabilities, and $7.5 million of finance lease liabilities. For future maturities of these obligations, see Notes 6, 7, 8, and 98 of the Notes to Consolidated Financial Statements in Part II — Item 8. “Financial Statements and Supplementary Data” of this 20242025 Form 10‑K.

Due to the uncertainty with respect to the timing of future cash flows associated with our approximately $2.5$1.9 million in unrecognized tax benefits as of December 31, 2024,2025, we are unable to make reasonably reliable estimates of the period of cash settlement with the respective taxing authorities. For further information, see Note 1716, “Income Taxes” of the Notes to Consolidated Financial Statements in Part II — Item 8. “Financial Statements and Supplementary Data” of this 20242025 Form 10‑K.

Net cash provided by operating activities was $67.3 million in 2025 compared to $55.1 million in 2024 compared to $53.5 million in 2023.2024. Net income, adjusted for non-cashnoncash items, provided $54.4$73.8 million of operating cash flow in 20242025 compared to $41.5$60.4 million of operating cash flow in 2023.2024. The net change in working capital providedused $0.7$6.5 million of operating cash flow in 20242025 compared to $12.0$5.3 million of operating cash flow in 2023.2024.

Net cash used in investing activities was $20.1 million in 2025 compared to $20.7 million in 2024 compared to $20.4 million in 2023.2024. Capital expenditures were $20.2 million in 2025 compared to $20.8 million in 20242024, comparedwhich toincludes $18.3$1.1 million in 2023,2025 which includesand $2.0 million in 2024 and $2.8 million in 2023 of investment in our new reinforced concrete pipe mill, $0.3 million in 2025 and $5.4 million in 2024 and approximately $0 in 2023 for the construction of a building at our Salt Lake City, Utah facility for the new mill, $1.4 million in 2025 for the catch basin in the Orem, Utah facility, and the remainder primarily for standard capital replacement. We currently expect capital expenditures in 20252026 to be approximately $18$20 million to $22$24 million, which includes approximately $2$4 million offor investmentthe catch basin machine in ourthe newOrem, reinforcedUtah concrete pipe millfacility, and the remainder primarily for standard capital replacement. The $2.7 million payment of the working capital adjustment for the 2021 acquisition of Park Environmental Equipment, LLC was made in the second quarter of 2023.

Net Cash Provided by (Used in) Financing Activities

Net cash used in financing activities was $49.9 million in 2025 compared to $33.4 million in 2024 compared to $32.7 million in 2023.2024. Net repayments on the line of credit were $24.4 million in 2025 compared to $29.8 million in 2024 compared to $29.2 million in 2023.2024. Net borrowings (repayments) on other debt were ($3.0) million in 2025 compared to $3.7 million in 2024. There were no borrowings or repayments on other debt in 2023. Repurchases of common stock were $18.4 million in 2025 compared to $4.4 million in 2024 compared to $0.7 million in 2023.2024.

We anticipate that our existing cash and cash equivalents, cash flows expected to be generated by operations, and additional borrowing capacity under our credit agreement and other loans will be adequate to fund our working capital, debt service, capital expenditure requirements, and share repurchases for the foreseeable future. To the extent necessary, we may also satisfy capital requirements through additional bank borrowings, senior notes, term notes, subordinated debt, and finance and operating leases, if such resources are available on satisfactory terms. We have from time to time evaluated and continue to evaluate opportunities for acquisitions and expansion. Any such transactions, if consummated, may necessitate additional bank borrowings or other sources of funding. As previously discussed, we acquired Boughton in February 2026 which was funded by borrowings on the line of credit.

On NovemberOctober 2,10, 2023, we announced our authorizationBoard of Directors authorized a share repurchase program of up to $30 million of our outstanding common stock. TheOn December 11, 2025, our Board of Directors authorized a share repurchase program doesof up to an additional $10 million of our outstanding common stock. These programs do not commit to any particular timing or quantity of purchases, and the programprograms may be suspended or discontinued at any time. Under the program,programs, shares may be purchased in the open market, including through plans adopted pursuant to Rule 10b5‑1 of the Exchange Act, or in privately negotiated transactions administered by our broker,broker. D.A. Davidson Companies. As of the date ofAt this filing,time, we have elected to limit our share repurchase transactions haveto only beenthose conductedtransactions made under the Rule 10b5‑1 trading plan we executed in November 2023,plans, which we believe consideredconsider our liquidity, including availability of borrowings and covenant compliance under our credit agreement, and other capital allocation priorities of the business. OurFor Ruledetails 10b5‑1 trading plan designated up to $10 million for daily share repurchases with volumes that fluctuated with changes in the trading price of our common stock. Whileregarding our Rule 10b5‑1 trading planplans was terminated in December 2024, we expect to considerand share repurchase strategiesprogram, undersee RuleNote 10b5‑111, trading“Stockholders’ plans at a future date. For a summaryEquity” of shares repurchased during the fourthNotes quarterto ofConsolidated 2024,Financial see “Purchases of Equity Securities by the Issuer and Affiliated Purchasers”Statements in Part II — Item 5.8. “MarketFinancial for Registrant’s Common Equity, Related Stockholder MattersStatements and IssuerSupplementary Purchases of Equity SecuritiesData” of this 20242025 Form 10‑K. Please refer to the factors discussed in Part I — Item 1A. “Risk Factors” of this 20242025 Form 10‑K.

The Credit Agreement dated June 30, 2021 with Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, and the lenders from time to time party thereto, including the initial sole lender, Wells Fargo (the “Lenders”), as amended by the Incremental Amendment dated October 22, 2021, the Second Amendment to Credit Agreement dated April 29, 2022, and the Third Amendment to Credit Agreement dated June 29, 20232023, and the Fourth Amendment to Credit Agreement and Ratification of Loan Documents dated August 13, 2025 (together, the “Amended Credit Agreement”) provides for a revolving loan, swingline loan, and letters of credit in the aggregate amount of up to $125 million (“Revolver Commitment”), with an option for us to increase that amount by $50 million, subject to provisions of the Amended Credit Agreement. The Amended Credit Agreement will expire, and all obligations outstanding will mature, on JuneAugust 29,13, 2028.2030. We may prepay outstanding amounts at our discretion without penalty at any time, subject to applicable notice requirements. As of December 31, 20242025 under the Amended Credit Agreement, we had $24.7$0.3 million of outstanding revolving loan borrowings, $1.6$1.1 million of outstanding letters of credit, and additional borrowing capacity of approximately $99$124 million.

Revolving loans under the Amended Credit Agreement bear interest at rates related to, at our option and subject to the provisions of the Amended Credit Agreement, either: (i) Base Rate (as defined in the Amended Credit Agreement) plus the Applicable Margin; (ii) Adjusted TermDaily Simple Secured Overnight Finance Rate (“SOFR”) (as defined in the Amended Credit Agreement) plus the Applicable Margin; or (iii) Adjusted Daily SimpleTerm SOFR (as defined in the Amended Credit Agreement) plus the Applicable Margin. The “Applicable Margin” is 1.75%0.50% to 2.35%,2.00%, depending on our Consolidated Senior Leverage Ratio (as defined in the Amended Credit Agreement) and the interest rate option chosen. Interest on outstanding revolving loans is payable monthly.monthly in arrears. Swingline loans under the Amended Credit Agreement bear interest at the Base Rate plus the Applicable Margin. As of December 31, 2024,2025, the weighted-average interest rate for outstanding borrowings was 6.68%.5.35%. The Amended Credit Agreement requires the payment of a commitment fee of between 0.30%0.20% and 0.40%,0.25%, based on the amount by which the Revolver Commitment exceeds the average daily balance of outstanding borrowings (as defined in the Amended Credit Agreement). Such fee is payable monthly in arrears. We are also obligated to pay additional fees customary for credit facilities of this size and type.

On October 28, 2024, we converted the outstanding balance of the Interim Funding Agreement dated August 2, 2022 with Wells Fargo Equipment Finance, Inc. (“WFEF”), as amended January 23, 2023, March 15, 2023, July 21, 2023, and November 2, 2023 into a $15 million term loan with WFEF that was used to fund our new reinforced concrete pipe mill. The term loan matures on October 28, 2029, bears interest at the SOFR Average (as defined in the term loan) plus 2.22%, is payable in monthly installments of $0.3 million plus accrued interest, and is secured by the pipe mill. As of December 31, 2024,2025, the outstanding balance of the term loan was $14.5$11.5 million and the weighted-average interest rate for outstanding borrowings was 6.90%.6.24%. The term loan may be prepaid in full at any time provided that we pay a prepayment fee equal to 2% of the outstanding principal balance if repaid in the first 30 months of the loan.

For a description of recent accounting pronouncements affecting our Company, including the dates of adoption and estimated effects on financial position, results of operations, and cash flows, see Note 22, “Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements in Part II — Item 8. “Financial Statements and Supplementary Data” of this 20242025 Form 10‑K.

SPPWTS revenue for water infrastructure steel pipe products is recognized over time as the manufacturing process progresses because of our right to payment for work performed to date plus a reasonable profit on cancellations for unique products that have no alternative use to us. Revenue is measured by the costs incurred to date relative to the estimated total direct costs to fulfill each contract. Contract costs include all material, labor, and other direct costs incurred in satisfying performance obligations. The cost of steel material is recognized as a contract cost when the steel is introduced into the manufacturing process. Estimated total costs of each contract requires judgment and are reviewed on a monthly basis by project management, operations, and cost accounting personnel for all active projects. All cost revisions that result in a material change in gross profit are reviewed by senior management personnel. Judgment is required in estimating total costs which primarily include labor costs and productivity, and cost and availability of materials, and which could be influenced by inflationary trends, supplier performance, or asset utilization, amongst other factors. We use certain assumptions and develop estimates based on a number of considerations, including the degree of required product customization, our historical experience, the project plans, and an assessment of the risks and uncertainties inherent in the contract related to implementation delays or performance issues that may or may not be within our control. 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 are estimated by comparing total estimated contract revenue to the total estimated contract costs and a loss is recognized during the period in which it becomes probable and can be reasonably estimated.

Precast revenue for water infrastructure concrete pipe and precast concrete products is recognized at the time control is transferred to customerscustomers, which is generally at the time of shipment, in an amount that reflects the consideration we expect 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. Our contracts do not contain significant financing.

We generally do not 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. Our contracts do not contain significant financing.

Goodwill is reviewed for impairment annually,annually as of November 30, or whenever events occur or circumstances change that indicate goodwill may be impaired. Goodwill is tested for impairment at the reporting unit level. A reporting unit is an operating segment or one level below an operating segment (also known as a component). During the fourth quarter of 2022, we changed the date of our annual impairment test of goodwill from December 31 to November 30. The change in the impairment test date lessens resource constraints that exist in connection with our year-end close and financial reporting process and provides for additional time to complete the required impairment testing. This change did not represent a material change to our method of applying an accounting principle, and therefore does not delay, accelerate, or avoid an impairment charge.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other sections of this Quarterly Report on Form 10‑Q for the quarter ended MarchJune 31,30, 2026 (“2026 Q1Q2 Form 10‑Q”) contain “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 our 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. While it is impossible to identify all such factors, those that could cause actual results to differ materially from those estimated by us include:

OurUnder WTSthe segmentNorthwest isPipe Company brand, we are 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. OurWe Precastalso segment providesprovide 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 stormwater quality products. OurWe Precast segment hashave broadened itsour manufacturing footprint by bringing lined and engineered precast products into production at additional facilities,facilities. increasingThis increases our capacity and improvingimproves regional availability. OurStrategically positioned to meet growing water and wastewater infrastructure needs, our skilled team is committed to quality and innovation while upholding itsour core values of accountability, commitment, and teamwork. Headquartered in Vancouver, Washington, we operate 14 manufacturing facilities across North America.

Demand for our Precast products is generally influenced by general economic conditions such as housing starts, population growth, interest rates, and rates of inflation. According to the United States Census Bureau, privately-owned housing starts were at a seasonally adjusted annual rate of 1.51.4 million in JanuaryJune 2026 and 1.4 million in December 2025, and the population of the United States is expected to increase by approximately 1 million people in 2026. While the housing market has softened recently and the current elevated federal funds rate could temper demand for our precast products, we continuemaintained to seea steady demand in Texas and Utah which are twolevel of thedemand fourfor statesour inprecast theproducts Unitedby Statesexpanding business with thecommercial highestconstruction capital expenditures per capita according to the June 2025 Bluefield Research Insight Report – U.S. & Canada Water & Wastewater Pipe CAPEX Forecasts, 2025-2035 and two of the states in which our Precast manufacturing facilities are located.contractors.

Our WTS projects are often planned for many years in advance, as we operate that business with a long-term time horizon for which the projects are sometimes part of 50‑year build-out plans. AsAfter anticipated, we experiencedexperiencing elevated bidding levels in the first quarter of 2026, leadingbidding tohas remained strong, resulting in a record backlog of $373$305 million despite some uncertainty in the broader domestic economy. Recent executive orders, staffing cuts, and other federal funding disputes are viewed as risks that could delay funding brought on by the Bipartisan Infrastructure Deal (Infrastructure Investment and Jobs Act (“IIJA”)) and the Inflation Reduction Act. Project funding delays would first impact the engineering and design phases in the early part of the project cycle, and if they became elongated delays, would delay funding of State Revolving Funds wouldand eventually impact future project bids. According to the August 2025 Bluefield Research Insight Report – Infrastructure Investment & Jobs Act: Tracking the Spending, Q3 2025, approximately $5 billion earmarked under the IIJA has currently been awarded to Drinking Water State Revolving Loan Fund recipients via subawards, leaving most of what has been earmarked under the $55 billion spending package available; we expect to benefit from this spending late in the cycle due to the long timelines associated with WTS projects.

Purchased steel typically representsrepresented approximately 29%32% of our WTS projects’ cost of sales,sales in the first six months of 2026, and higher steel costs generally result in higher selling prices and revenue; however, volatile fluctuations in steel markets can affect our business. WTS contracts are generally quoted on a fixed-price basis, and volatile steel markets can result in selling prices that no longer correlate to the cost available at the time of steel purchase. Our average price of purchased steel was $1,043$1,102 per ton in the first threesix months of 2026, compared to annual averages of $967 in 2025 and $914 in 2024.

The following tabletables setsset forth, for the periods indicated, certain financial information regarding costs and expenses expressed in dollars (in thousands) and as a percentage of total net sales.

Three and Six Months Ended MarchJune 31,30, 2026 Compared to Three and Six Months Ended MarchJune 31,30, 2025

Net sales. Net sales increased 19.1% 19.7% to $138.3 $159.5 million in the first second quarter of 2026 compared to $116.1 $133.2 million in the first second quarter of 2025 and increased 19.4% to $297.7 million in the first six months of 2026 compared to $249.3 million in the first six months of 2025.

WTS net sales increased 19.1%33.8% to $93.5$113.2 million in the firstsecond quarter of 2026 compared to $78.4$84.6 million in the firstsecond quarter of 2025 driven by ana 18%26% increase in tons produced resulting from changes in project timing and a 1%6% increase in selling price per ton due to changes in product mix. Earlier in 2026, we were awarded a $57 million confidential project considered unique and infrequent in nature which contributed $8.4 million of revenue in the second quarter of 2026. WTS net sales increased 26.8% to $206.7 million in the first six months of 2026 compared to $163.0 million in the first six months of 2025 driven by a 23% increase in tons produced resulting from changes in project timing and a 3% increase in selling price per ton due to changes in product mix. Bidding activity, backlog, and production levels may vary significantly from period to period, thereby affecting sales volumes.

Precast net sales increaseddecreased 18.9%4.8% to $44.8$46.3 million in the firstsecond quarter of 2026 compared to $37.7$48.6 million in the firstsecond quarter of 2025 driven by an 11% decrease in volume shipped, partially offset by a 14%7% increase in selling prices primarily due to changes in product mix. Precast net sales increased 5.6% to $91.1 million in the first six months of 2026 compared to $86.3 million in the first six months of 2025 driven by a 10% increase in selling prices due to changes in product mixmix, andpartially offset by a 4% increase decrease in volume shipped.

Gross profit. Gross profit increased 37.7%35.5% to $26.7$34.4 million (19.3%21.5% of net sales) in the second quarter of 2026 compared to $25.4 million (19.0% of net sales) in the second quarter of 2025 and increased 36.4% to $61.0 million (20.5% of net sales) in the first quartersix months of 2026 compared to $19.4$44.7 million (16.7%17.9% of net sales) in the first quartersix months of 2025.

WTS gross profit increased 42.3%60.9% to $17.3$24.2 million (18.5%21.4% of WTS net sales) in the second quarter of 2026 compared to $15.1 million (17.8% of WTS net sales) in the second quarter of 2025 due to increased volume, including related operational efficiency gains, and favorable project pricing and product mix. WTS gross profit increased 52.6% to $41.5 million (20.1% of WTS net sales) in the first quartersix months of 2026 compared to $12.2$27.2 million (15.5%16.7% of WTS net sales) in the first quartersix months of 2025 due to increased volume, including related operational efficiency gains, and favorable changes in product mix.

Precast gross profit decreased 1.7% to $10.1 million (21.9% of Precast net sales) in the second quarter of 2026 compared to $10.3 million (21.2% of Precast net sales) in the second quarter of 2025. Precast gross profit increased 30.0%11.3% to $9.3$19.5 million (20.9%21.4% of Precast net sales) in the first quartersix months of 2026 compared to $7.2$17.5 million (19.1%20.3% of Precast net sales) in the first quartersix months of 2025 primarily due to increased selling prices due to changes in product mix and increased volume.mix.

Selling, general, and administrative expense. Selling, general, and administrative expense increased 1.5%8.9% to $14.0$13.2 million (10.1%8.2% of net sales) in the second quarter of 2026 compared to $12.1 million (9.1% of net sales) in the second quarter of 2025 primarily due to $0.7 million in higher incentive compensation expense and $0.2 million in higher compensation-related expense. Selling, general, and administrative expense increased 5.0% to $27.2 million (9.1% of net sales) in the first quartersix months of 2026 compared to $13.8$25.9 million (11.9%10.4% of net sales) in the first quartersix months of 2025 primarily due to $0.3$1.0 million in higher incentive compensation expense and $0.3 million in higher compensation-related expense.

Income taxes. Income tax expense was $2.0$5.6 million in the firstsecond quarter of 2026 (an effective income tax rate of 16.0%26.3%) compared to $1.0$3.4 million in the firstsecond quarter of 2025 (an effective income tax rate of 19.8%27.5%) and was $7.6 million in the first six months of 2026 (an effective income tax rate of 22.5%) compared to $4.4 million in the first six months of 2025 (an effective income tax rate of 25.3%). The estimated effective income tax rates for the firstsecond quarter of 2026 and the first quarter of 2025 were primarily impacted by non-deductible permanent differences. The estimated effective income tax rates for the first six months of 2026 and 2025 were primarily impacted by non-deductible permanent differences, partially offset by tax windfalls recognized upon the vesting of equity awards. The estimated effective income tax rate can change significantly depending on the relationship of permanent income tax differences to estimated pre-tax income or loss. Accordingly, the comparison of estimated effective income tax rates between periods is not meaningful in all situations.

Our principal sources of liquidity generally include operating cash flows and our credit agreement. From time to time our long-term capital needs may be met through the issuance of additional debt or equity. Our principal uses of liquidity generally include capital expenditures, working capital, organic growth initiatives, acquisitions, share repurchases, and debt service. Information regarding our cash flows for the threesix months ended MarchJune 31,30, 2026 and 2025 are presented in our Condensed Consolidated Statements of Cash Flows contained in Part I – Item 1. “Financial Statements” of this 2026 Q1Q2 Form 10‑Q and are further discussed below.

As of MarchJune 31,30, 2026, our working capital (current assets minus current liabilities) was $187.6$200.9 million compared to $184.9 million as of December 31, 2025. Cash and cash equivalents totaled $14.3$19.3 million and $2.3 million as of MarchJune 31,30, 2026 and December 31, 2025, respectively.

As of MarchJune 31,30, 2026, we had no outstanding revolving loan borrowings, $10.7$10.0 million of outstanding long-term debt, $91.7$90.6 million of operating lease liabilities, and $8.1$7.5 million of finance lease liabilities. As of December 31, 2025, we had $0.3 million of outstanding revolving loan borrowings, $11.5 million of outstanding long-term debt, $91.1 million of operating lease liabilities, and $7.1 million of finance lease liabilities.

Net cash provided by operating activities was $29.3$43.3 million in the first threesix months of 2026 compared to $4.8$10.3 million in the first threesix months of 2025. Net income, adjusted for noncash items, provided $18.8$43.8 million of operating cash flow in the first threesix months of 2026 compared to $12.0$29.5 million of operating cash flow in the first threesix months of 2025. The net change in working capital providedused (used) $10.4$0.5 million of operating cash flow in the first threesix months of 2026 compared to ($7.2)$19.2 million in the first threesix months of 2025.

Net cash used in investing activities was $12.3$16.5 million in the first threesix months of 2026 compared to $3.7$7.1 million in the first threesix months of 2025. The acquisition of Boughton used $8.9 million, net of cash acquired, in the first threesix months of 2026. Capital expenditures were $3.5$7.7 million in the first threesix months of 2026 compared to $3.7$7.2 million in the first threesix months of 2025,2025. whichWe includesbelieve $0.3full millionyear in2026 spending could increase over 2025 depending on the first three monthstiming of 2026cash foroutlays pipeassociated profilerwith equipmentinvestment incapital theprojects Adelanto,currently Californiaunderway. facility,The $0.3 million in the first three monthsremainder of 2025 of investment in our newcapital reinforcedexpenditures concrete pipe mill, $0.1 million in the first three months of 2025 for the construction of a building at our Salt Lake City, Utah facility for the new mill, and the remainderare primarily for standard capital replacement. We currently expect capital expenditures in 2026 to be approximately $20 million to $24 million, which includes approximately $2$3 million for the new drycast catch basin machine in the Orem, Utah facility,facility $3and $2 million for the new pipe profiler equipment in the Adelanto, California facility, and the remainder primarily for standard capital replacement.facility.

Net cash used in financing activities was $5.0$9.8 million in the first threesix months of 2026 compared to $0.9$6.1 million in the first threesix months of 2025. Net borrowings (repayments) on the line of credit were ($0.3) million in the first threesix months of 2026 compared to $0.9$6.0 million in the first threesix months of 2025. Net payments on other debt were $0.8$1.5 million in the first threesix months of 2026 and 2025. Repurchases of common stock were $2.4$2.7 million in the first threesix months of 2026.2026 Therecompared wereto no$7.5 repurchases of common stockmillion in the first threesix months of 2025.

On October 10, 2023, our Board of Directors authorized a share repurchase program of up to $30 million of our outstanding common stock. On December 11, 2025, our Board of Directors authorized a share repurchase program of up to an additional $10 million of our outstanding common stock. These programs do not commit to any particular timing or quantity of purchases, and the programs may be suspended or discontinued at any time. Under the programs, shares may be purchased in the open market, including through plans adopted pursuant to Rule 10b5‑1 of the Exchange Act, or in privately negotiated transactions administered by our broker. At this time, we have elected to limit our share repurchase transactions to only those transactions made under Rule 10b5‑1 trading plans, which we believe consider our liquidity, including availability of borrowings and covenant compliance under our credit agreement, and other capital allocation priorities of the business. For additional details regarding our share repurchase programs, see Note 6, “Stockholders’ Equity” of the Notes to Condensed Consolidated Financial Statements in Part I – Item 1. “Financial Statements” and Part II – Item 2. “Unregistered Sales of Equity Securities and Use of Proceeds” of this 2026 Q1Q2 Form 10‑Q. Please refer to the factors discussed in Part I – Item 1A. “Risk Factors” in our 2025 Form 10‑KK.

The Credit Agreement dated June 30, 2021 with Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, and the lenders from time to time party thereto, including the initial sole lender, Wells Fargo (the “Lenders”), as amended by the Incremental Amendment dated October 22, 2021, the Second Amendment to Credit Agreement dated April 29, 2022, the Third Amendment to Credit Agreement dated June 29, 2023, and the Fourth Amendment to Credit Agreement and Ratification of Loan Documents dated August 13, 2025 (together, the “Amended Credit Agreement”) provides for a revolving loan, swingline loan, and letters of credit in the aggregate amount of up to $125 million (“Revolver Commitment”), with an option for us to increase that amount by $50 million, subject to provisions of the Amended Credit Agreement. The Amended Credit Agreement will expire, and all obligations outstanding will mature, on August 13, 2030. We may prepay outstanding amounts at our discretion without penalty at any time, subject to applicable notice requirements. As of MarchJune 31,30, 2026 under the Amended Credit Agreement, we had no outstanding revolving loan borrowings, $1.1 million of outstanding letters of credit, and additional borrowing capacity of approximately $124 million.

Revolving loans under the Amended Credit Agreement bear interest at rates related to, at our option and subject to the provisions of the Amended Credit Agreement, either: (i) Base Rate (as defined in the Amended Credit Agreement) plus the Applicable Margin; (ii) Adjusted Daily Simple Secured Overnight Finance Rate (“SOFR”) (as defined in the Amended Credit Agreement) plus the Applicable Margin; or (iii) Adjusted Term SOFR (as defined in the Amended Credit Agreement) plus the Applicable Margin. The “Applicable Margin” is 0.50% to 2.00%, depending on our Consolidated Senior Leverage Ratio (as defined in the Amended Credit Agreement) and the interest rate option chosen. Interest on outstanding revolving loans is payable monthly in arrears. Swingline loans under the Amended Credit Agreement bear interest at the Base Rate plus the Applicable Margin. As of MarchJune 31,30, 2026, the interest rate for outstanding borrowings was 5.13%.5.12%. The Amended Credit Agreement requires the payment of a commitment fee of between 0.20% and 0.25%, based on the amount by which the Revolver Commitment exceeds the average daily balance of outstanding borrowings (as defined in the Amended Credit Agreement). Such fee is payable monthly in arrears. We are also obligated to pay additional fees customary for credit facilities of this size and type.

The letters of credit outstanding as of MarchJune 31,30, 2026 relate to workers’ compensation insurance and a public improvement project. Based on the nature of these arrangements and our historical experience, we do not expect to make any material payments under these arrangements.

The Amended Credit Agreement contains customary representations and warranties, as well as customary affirmative and negative covenants, events of default, and indemnification provisions in favor of the Lenders. The negative covenants include restrictions regarding the incurrence of liens and indebtedness, annual capital expenditures, certain investments, acquisitions, and dispositions, and other matters, all subject to certain exceptions. The Amended Credit Agreement requires us to regularly provide financial information to Wells Fargo and to maintain a consolidated senior leverage ratio no greater than 3.00 to 1.00 (subject to certain exceptions) and a minimum consolidated earnings before interest, taxes, depreciation, and amortization (as defined in the Amended Credit Agreement) of at least $35 million for the four consecutive fiscal quarters most recently ended. Pursuant to the Amended Credit Agreement, we have also agreed that we will not sell, assign, or otherwise dispose or encumber, any of our owned real property. The occurrence of an event of default could result in the acceleration of the obligations under the Amended Credit Agreement. We were in compliance with our financial covenants as of MarchJune 31,30, 2026, and expect to continue to be in compliance in the near term.

On October 28, 2024, we converted the outstanding balance of the Interim Funding Agreement dated August 2, 2022 with Wells Fargo Equipment Finance, Inc. (“WFEF”), as amended January 23, 2023, March 15, 2023, July 21, 2023, and November 2, 2023 into a $15 million term loan with WFEF that was used to fund our new reinforced concrete pipe mill. The term loan matures on October 28, 2029, bears interest at the SOFR Average (as defined in the term loan) plus 2.22%, is payable in monthly installments of $0.3 million plus accrued interest, and is secured by the pipe mill. As of MarchJune 31,30, 2026, the outstanding balance of the term loan was $10.7$10.0 million and the interest rate for outstanding borrowings was 5.89%.5.81%. The term loan may be prepaid in full at any time provided that we pay a prepayment fee equal to 2% of the outstanding principal balance if repaid in the first 30 months of the loan.

There have been no significant changes in our critical accounting estimates during the three and six months ended MarchJune 31,30, 2026 as compared to the critical accounting estimates disclosed in our 2025 Form 10‑K.