What changed in this filing

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Item 1. Financial Statements

2026-08-05 compared with 2026-02-04 · 242 added, 355 removed, 543 unchanged (52% of the section changed)

2 unchanged sentences

(In thousands)

December 31, 2025

June 30, 2026

March 31, 2026

7 unchanged sentences

Prepaid expenses and other current assets

16,267 14,367

Restricted cash

4 unchanged sentences

Intangibles, net

12,680 13,548

Right-of-use assets

10 unchanged sentences

Lease liability, current portion

Debt, current portion

Contingent consideration, current portion

Deferred revenue, current portion

3 unchanged sentences

Deferred revenue, long-term portion

17,722 15,395

Lease liability, long-term portion

Deferred tax liabilities, long-term portion

Debt, long-term portion

Contingent consideration

Contingent consideration, long-term portion

27,930 26,721

Other liabilities

4 unchanged sentences

Common stock, $ 0.01 par value, 75,000,000 shares authorized;

48,015,636 and 39,887,536 shares issued and 47,612,285 and 39,484,185 shares outstanding at December 31, 2025 and March 31, 2025, respectively

48,850,479 and 48,035,691 shares issued and 48,447,121 and 47,632,340 shares outstanding at June 30, 2026 and March 31, 2026, respectively

Additional paid-in capital

1,487,303 1,481,476

Treasury stock, at cost, 403,351 at December 31, 2025 and March 31, 2025

Treasury stock, at cost, 403,351 at June 30, 2026 and March 31, 2026

( 3,765 ) ( 3,765 )

Accumulated other comprehensive income (loss)

( 4,326 ) 1,565

Accumulated deficit

9 unchanged sentences

Three Months Ended

Nine Months Ended

$ 94,073 $ 72,358

Cost of revenues

69,347 47,869

24,726 24,489

Operating expenses:

1 unchanged sentence

Selling, general and administrative

18,618 14,204

Amortization of acquisition-related intangibles

1 unchanged sentence

Total operating expenses

Operating income (loss)

14,894 18,845

Operating income

Interest income, net

Other (expense)/income, net

Income (loss) before income tax benefit

Income tax benefit

Income before income tax expense

Income tax expense

$ 9,490 $ 6,724

Net income per share of common stock

$ 0.21 $ 0.17

$ 0.20 $ 0.17

Weighted average number of shares of common stock outstanding

45,995 38,875

47,124 39,742

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

AMERICAN SUPERCONDUCTOR CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

Three Months Ended

Nine Months Ended

$ 9,490 $ 6,724

Other comprehensive income, net of tax:

Foreign currency translation gain

Total other comprehensive gain, net of tax

Foreign currency translation gain (loss)

1,701 ( 187 )

Total other comprehensive gain (loss), net of tax

1,701 ( 187 )

Comprehensive income

$ 11,191 $ 6,537

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

1 unchanged sentence

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE Three and Nine Months Ended December 31, 2025 AND 2024

FOR THE Three Months Ended June 30, 2026 AND 2025

(In thousands)

7 unchanged sentences

Balance at March 31, 2026

48,036 $ 480 $ 1,481,476 $ ( 3,765 ) $ 4,072 $ ( 926,816 ) $ 555,447

Issuance of common stock – restricted shares, net of forfeited shares

803 9 ( 9 ) — — — —

Stock-based compensation expense

— — 5,264 — — — 5,264

Issuance of common stock for 401(k) match

Issuance of common stock - equity offering, net of offering expenses

12 — 572 — — — 572

Cumulative translation adjustment

— — — — 1,701 — 1,701

— — — — — 9,490 9,490

Balance at June 30, 2026

Exercise of stock options

Issuance of common stock – restricted shares, net of forfeited shares

Issuance of common stock – ESPP

Stock-based compensation expense

Issuance of common stock for 401(k) match

Cumulative translation adjustment

Balance at September 30, 2025

Stock-based compensation expense

Issuance of common stock for 401(k) match

Issuance of common stock - Comtrafo acquisition, net of offering expenses

Cumulative translation adjustment

Balance at December 31, 2025

Accumulated Other

Number of Shares

Paid-in Capital

Treasury Stock

Comprehensive Income (Loss)

Accumulated Deficit

Stockholders' Equity

48,851 $ 489 $ 1,487,303 $ ( 3,765 ) $ 5,773 $ ( 917,326 ) $ 572,474

Accumulated Other Total

Number of Shares Par Value Paid-in Capital Treasury Stock Comprehensive Income (Loss) Accumulated Deficit Stockholders' Equity

Balance at March 31, 2025

39,888 $ 399 $ 1,259,540 $ ( 3,765 ) $ 1,565 $ ( 1,060,625 ) $ 197,114

Issuance of common stock – restricted shares, net of forfeited shares

918 9 ( 9 ) — — — —

Stock-based compensation expense

— — 4,526 — — — 4,526

Issuance of common stock for 401(k) match

Repurchase of treasury stock

14 1 361 — — — 362

Issuance of common stock - equity offering, net of offering expenses

4,744 47 124,530 — — — 124,577

Cumulative translation adjustment

— — — — ( 187 ) — ( 187 )

— — — — — 6,724 6,724

Balance at June 30, 2025

Issuance of common stock – ESPP

Issuance of common stock – restricted shares, net of forfeited shares

Stock-based compensation expense

Issuance of common stock for 401(k) match

Issuance of common stock - Megatran acquisition, net of offering expenses

Issuance of common stock to settle contingent consideration

Cumulative translation adjustment

Balance at September 30, 2024

Issuance of common stock – restricted shares

Stock-based compensation expense

Issuance of common stock for 401(k) match

Cumulative translation adjustment

Balance at December 31, 2024

45,564 $ 456 $ 1,388,948 $ ( 3,765 ) $ 1,378 $ ( 1,053,901 ) $ 333,116

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

2 unchanged sentences

(In thousands)

Nine Months Ended December 31,

Three Months Ended June 30,

Cash flows from operating activities:

6 unchanged sentences

Deferred income taxes

( 113,769 ) ( 5,171 )

Earnings from equity method investments

14 unchanged sentences

Net cash provided by operating activities

13,861 21,995

Cash flows from investing activities:

1 unchanged sentence

( 10,438 ) ( 814 )

Cash paid for acquisition, net of cash acquired

( 72,096 ) ( 29,577 )

Change in other assets

Cash paid to settle Megatran contingent consideration liability

Net cash used in investing activities

1 unchanged sentence

Cash flows from financing activities:

Repurchase of treasury stock

Repayment of debt

( 883 ) ( 25 )

Employee taxes paid related to net settlement of equity awards

Proceeds from exercise of employee stock options and ESPP

Proceeds from public equity offering, net of offering expenses

Net cash provided by (used in) financing activities

123,859 ( 142 )

Net cash provided by financing activities

Effect of exchange rate changes on cash

( 720 ) ( 29 )

Net increase (decrease) in cash, cash equivalents and restricted cash

Net increase in cash, cash equivalents and restricted cash

5,560 128,038

6 unchanged sentences

Non-cash investing and financing activities

Issuance of common stock in connection with the purchase of Megatran

Issuance of common stock in connection with the purchase of Comtrafo

Issuance of common stock to settle contingent consideration

Right-of-use assets obtained in exchange for new lease obligations

$ 647 $ 2,247

Issuance of common stock to settle 401k match liabilities

5 unchanged sentences

American Superconductor Corporation (together with its subsidiaries, “AMSC®” or the “Company”) was founded on April 9, 1987.

The Company is a leading system provider of megawatt-scale power resiliency solutions that orchestrate the rhythm and harmony of power on the grid™ and protect and expand the capability of the Navy’s fleet.

The Company is a leading provider of power control solutions that harmonize an increasingly complex energy system and enable customers to scale their operations without added complexity or size.

The Company’s system level products leverage its proprietary “smart materials” and “smart software and controls” to provide enhanced resiliency and improved performance of megawatt-scale power flow.

5 unchanged sentences

The year-end balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP.

The unaudited condensed consolidated financial statements, in the opinion of management, reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim periods ended December 31, 2025 and 2024 , and the financial position at December 31, 2025 ;

The unaudited condensed consolidated financial statements, in the opinion of management, reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim periods ended June 30, 2026 and 2025 and the financial position at June 30, 2026 ;

however, these results are not necessarily indicative of results which may be expected for the full year.

The interim condensed consolidated financial statements, and notes thereto, should be read in conjunction with the audited condensed consolidated financial statements for the year ended March 31, 2025 , and notes thereto, included in the Company’s Annual Report on Form 10 -K for the year ended March 31, 2025 filed with the SEC on May 21, 2025 .

The interim condensed consolidated financial statements, and notes thereto, should be read in conjunction with the audited consolidated financial statements for the year ended March 31, 2026 , and notes thereto, included in the Company’s Annual Report on Form 10 -K for the year ended March 31, 2026 filed with the SEC on May 27, 2026 .

Acquisition of Comtrafo

2 unchanged sentences

("Comtrafo") (the "Comtrafo Acquisition").

Additionally, the Company has agreed to pay the selling stockholders of Comtrafo an additional amount up to 382.5 million Brazilian Real of cash upon the achievement of specified earnings before interest, taxes, depreciation, and amortization ("EBITDA") objectives during the three years following the Comtrafo Acquisition Date.

This contingent consideration is recorded as a liability based on a Monte Carlo simulation to determine fair value at the time of issuance and on a recurring basis at each reporting period.

Comtrafo is a Brazil-based manufacturer of large power and distribution transformers primarily for utility customers and also for industrial customers.

1 unchanged sentence

The Company allocated the purchase price on a preliminary basis using the information available as of December 5, 2025 to the assets acquired and liabilities assumed at their estimated fair values as of the date of acquisition.

Due to the timing of the completion of the acquisition, the purchase price and related allocation are preliminary and could be revised as a result of adjustments made to the purchase price, and additional information obtained regarding assets acquired and liabilities assumed and revisions of provisional estimates of fair values, including, but not limited to the completion of independent appraisals of inventory, customer relationships, backlog, deferred taxes, tangible assets and intangible assets.

Due to the timing of the completion of the acquisition, the purchase price and related allocation are preliminary and could be revised as a result of adjustments made to the purchase price, and revisions of provisional estimates of fair values of deferred taxes, contingent consideration and intangible asset balances.

Changes to the purchase price allocation could be significant.

6 unchanged sentences

Total consideration

At the Comtrafo Acquisition Date, in addition to the $ 88.3 million cash, the Company valued the Company's common stock at $ 32.47 per share, which was the closing price on that date.

Comtrafo Acquisition costs of $ 1.2 million were included in SG&A and $ 0.1 million were included in cost of revenues for the three and nine months ended December 31, 2025.

The following table summarizes the allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed and related deferred income taxes in connection with the Comtrafo Acquisition as of the Comtrafo Acquisition Date (in millions):

At the Comtrafo Acquisition Date, in addition to the $ 88.3 million cash, the Company valued the Company’s common stock at $ 33.01 per share, which was the opening price on that date.

Comtrafo Acquisition costs of $ 1.2 million were included in selling, general, and administrative (“SG&A”) for the fiscal year ended March 31, 2026.

(in millions)

Cash and cash equivalents

Restricted cash

Prepaid expenses and other current assets

10 unchanged sentences

The fair value of the financial assets acquired includes receivables with a fair value of $ 6.9 million.

The gross amount due is $ 8.5 million, of which $ 4.4 million is expected to be uncollectible in order to align with existing AMSC reserve policy.

The gross amount due is $ 10.5 million, of which $ 3.6 million is expected to be uncollectible.

The Company adjusted the fair value for receivables that exceeded a year.

Inventory includes a $ 1.5 million adjustment to step-up the inventory balance to fair value consistent with the purchase price allocation.

The fair value was determined based on the estimated selling price of the inventory, less the remaining manufacturing and selling cost and a normal profit margin on those manufacturing and selling efforts.

The inventory step-up adjustment increased cost of revenue $ 0.4 million in the three and nine months ended December 31, 2025, as the inventory was sold.

The inventory step-up adjustment increased cost of revenue $ 0.8 million in the fiscal year ended March 31, 2026, as the inventory was sold.

The inventory step-up adjustment increased cost of revenue $ 0.7 million in the three months ended June 30, 2026 .

The inventory step-up has been fully recognized to cost of revenue as of June 30, 2026 .

As part of the Comtrafo Acquisition, the Company identified three debt agreements that Comtrafo had entered into prior to the Comtrafo Acquisition Date.

The debt agreements totaling $ 8.8 million were subsequently paid off during the fiscal year ended March 31, 2026.

Backlog of $ 2.6 million was evaluated using the multi period excess earnings method under the income approach.

7 unchanged sentences

The $ 1.1 million of deferred tax asset is primarily related to basis difference of intangibles, inventory and property, plant, and equipment.

Acquisition of NWL

On August 1, 2024 (the "NWL Acquisition Date"), the Company entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with the selling stockholders named therein.

Pursuant to the terms of the Stock Purchase Agreement and concurrently with entering into such agreement, the Company acquired all of the issued and outstanding shares of capital stock of Megatran Industries, Inc.

("Megatran") (the "NWL Acquisition").

Megatran's wholly-owned subsidiary, NWL, Inc.

(together with Megatran, "NWL"), is a U.S.-based global provider of engineered power conversion solutions for demanding industrial and military applications.

The NWL Acquisition has been accounted for under the purchase method of accounting in accordance with ASC 805, Business Combinations .

The Company allocated the purchase price to the assets acquired and liabilities assumed at their estimated fair values as of the Acquisition Date.

The excess of the purchase price paid by the Company over the estimated fair value of net assets acquired has been recorded as goodwill.

The total purchase price of approximately $ 61.4 million includes the fair value of shares of the Company’s common stock issued at closing, and cash paid, as follows (in millions):

Cash payments $ 30.0

Issuance of 1,297,600 shares of Company’s common stock 31.4

Total consideration $ 61.4

At the NWL Acquisition Date, in addition to the $ 30.0 million cash, the Company valued the Company’s common stock, at $ 24.16 per share, which was the closing price on the day prior to the day that the Company completed the NWL Acquisition.

NWL Acquisition costs of $ 1.1 million were included in selling, general and administrative ("SG&A") for the fiscal year ended March 31, 2025.

The following table summarizes the allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed and related deferred income taxes in connection with the NWL Acquisition as of the NWL Acquisition Date and reflective of measurement period adjustments (in millions):

Cash and cash equivalents

Equity-method investments

Prepaid expenses and other current assets

Accounts receivable

Property, plant, and equipment

Accounts payable and accrued expenses

Deferred revenue

Deferred tax liability

Net tangible assets/(liabilities)

Customer relationships

Net identifiable intangible assets

Total purchase consideration

The fair value of the financial assets acquired includes receivables with a fair value of $ 16.1 million.

The gross amount due is $ 16.9 million, of which $ 0.8 million is expected to be uncollectible.

Inventory includes a $ 0.7 million adjustment to step-up the inventory balance to fair value consistent with the purchase price allocation.

The inventory step-up adjustment increased cost of revenue $ 0.7 million for the fiscal year ended March 31, 2025 as the inventory was sold.

Backlog of $ 0.7 million was evaluated using the multi period excess earnings method under the income approach.

The contracts with customers do not provide for any guarantees to source all future requirements from the Company.

The amortization method being utilized is economic consumption estimated over an eight -month period with the expense being allocated to cost of revenues.

Customer relationships of $ 1.3 million relates to customers currently under contract and was determined based on a multi period excess earnings method under the income approach.

The method of amortization being utilized is straight line over 10 years, as the results were not materially different from the economic consumption method, with the expense being allocated to SG&A.

Goodwill represents the value associated with the acquired workforce and expected synergies related to the business combination of the two companies.

Goodwill resulting from the NWL Acquisition was assigned to the Company’s Grid business segment.

Goodwill recognized in the NWL Acquisition is not deductible for tax purposes.

Unaudited Pro Forma Operating Results

The unaudited pro forma condensed consolidated statement of operations for the three and nine months ended December 31, 2025 and 2024 presented as if the NWL and Comtrafo Acquisitions had occurred on April 1, 2024, is as follows:

Three Months Ended December 31, 2025

Nine Months Ended December 31, 2025

Three Months Ended December 31, 2024

Nine Months Ended December 31, 2024

$ 85,882 $ 248,163 $ 70,190 $ 222,273

The unaudited pro forma condensed consolidated statement of operations for the three months ended June 30, 2025 presented as if the Comtrafo Acquisition had occurred on April 1, 2025, is as follows:

Three Months Ended June 30,

Operating income

4,986 19,565 454 4,543

$ 119,381 $ 134,171 $ 4,776 $ 12,956

Net income per common share

$ 2.61 $ 3.03 $ 0.12 $ 0.33

$ 2.56 $ 2.97 $ 0.11 $ 0.32

Shares - basic

45,692 44,225 41,376 39,764

Shares - diluted

46,673 45,163 42,178 40,454

The pro forma amounts include the historical operating results of the Company, NWL, and Comtrafo with appropriate adjustments that give effect to acquisition related costs, income taxes, intangible amortization resulting from the NWL and Comtrafo Acquisitions and certain conforming accounting policies of the Company.

The pro forma amounts are not necessarily indicative of the operating results that would have occurred if the NWL and Comtrafo Acquisitions and related transactions had been completed at the beginning of the applicable periods presented.

The pro forma amounts include the historical operating results of the Company and Comtrafo with appropriate adjustments that give effect to acquisition related costs, income taxes, intangible amortization resulting from the Comtrafo Acquisition and certain conforming accounting policies of the Company.

The pro forma amounts are not necessarily indicative of the operating results that would have occurred if the Comtrafo Acquisition and related transactions had been completed at the beginning of the applicable period presented.

In addition, the pro forma amounts are not necessarily indicative of operating results in future periods.

NWL contrib uted $ 14.1 million of revenue and $ 0.6 million of net loss for the Company for the three months ended December 31, 2025 .

NWL contributed $ 48.3 million of revenue and $ 3.9 million in n et income for the Company for the nine months ended December 31, 2025 .

Amortization expense of less than $ 0.1 million and $ 0.1 million is included in the three and nine months ended December 31, 2025 , respectively, as a result of the acquired intangible assets from the NWL Acquisition.

Comtrafo contributed $ 4.6 million of revenue and $ 0.9 million in net income for the Company for the three and nine months ended December 31, 2025 .

Amortization expense of $ 0.2 million is included in the three and nine months ended December 31, 2025 , as a result of the acquired intangible assets from the Comtrafo Acquisition.

In addition, $ 0.4 million for the step-up basis assigned to acquired inventory was charged to cost of revenues in the three and nine months ended December 31, 2025 .

Comtrafo contributed $ 19.4 million of revenue and $ 9.0 million in net income for the Company for the three months ended June 30, 2026 .

Amortization expense of $ 0.7 million is included in the three months ended June 30, 2026 , as a result of the acquired intangible assets from the Comtrafo Acquisition.

Revenue Recognition

3 unchanged sentences

For its customer contracts, the Company identifies the performance obligations, determines the transaction price, allocates the contract transaction price to the performance obligations, and recognizes the revenue when (or as) control of goods or services is transferred to the customer.

For the three and nine months ended December 31, 2025 , 86 % and 89 %, respectively, of revenue was recognized at the point in time when control transferred to the customer, with the remainder being recognized over time.

For the three and nine months ended December 31, 2024 , 87 % and 88 %, respectively, of revenue was recognized at the point in time when control transferred to the customer, with the remainder being recognized over time.

In the Company's equipment and system product line, each contract with a customer summarizes each product sold to a customer, which typically represents distinct performance obligations.

For the three months ended June 30, 2026 , 93 % of revenue was recognized at the point in time when control transferred to the customer, with the remainder being recognized over time.

For the three months ended June 30, 2025 , 91 % of revenue was recognized at the point in time when control transferred to the customer, with the remainder being recognized over time.

In the Company's product sales, each contract with a customer summarizes each product sold to a customer, which typically represents distinct performance obligations.

A contract's transaction price is allocated to each distinct performance obligation using the respective standalone selling price which is determined primarily using the cost plus expected margin approach and recognized as revenue when, or as, the performance obligation is satisfied.

The majority of the Company’s product sales transfer control to the customer in line with the contracted delivery terms and revenue is recorded at the point in time when title and risk transfer to the customer, which is primarily upon delivery, as the Company has determined that this is the point in time that control transfers to the customer.

In the Company's service and technology development product line, there are several different types of transactions and each begins with a contract with a customer that summarizes each product sold to a customer, which typically represents distinct performance obligations.

The technology development transactions are primarily for activities that have no alternative use and for which a profit can be expected throughout the life of the contract.

For the three months ended June 30, 2026 , 94 % of revenue was recognized related to the sales of product, with the remainder being recognized based on the performance of service.

For the three months ended June 30, 2025 , 93 % of revenue was recognized related to the sales of product, with the remainder being recognized based on the performance of service.

Included in the Company's performance of services, there are several different types of transactions and each begins with a contract with a customer that summarizes each product sold to a customer, which typically represents distinct performance obligations.

Included in the business segment line there are technology development transactions that are primarily for activities that have no alternative use and for which a profit can be expected throughout the life of the contract.

In these cases, the revenue is recognized over time, but in the instances where the profit cannot be assured throughout the entire contract then the revenue is recognized at a point in time.

18 unchanged sentences

For all extended service-type warranties, the Company recognizes the revenue ratably over time during the effective period of the services.

Infrequently, the Company receives requests from customers to hold product being purchased from us for a valid business purpose.

The Company recognizes revenues for such arrangements provided the transaction meets, at a minimum, the following criteria:

the reason for the bill-and-hold arrangement must be substantive;

the product must be identified separately as belonging to the customer;

the product currently must be ready for physical transfer to the customer;

the entity cannot have the ability to use the product or to direct it to another customer.

Revenue for the nine months ended December 31, 2025 included $ 7.9 million from such held transactions.

There were no such transactions for the three months ended December 31, 2025 and the three and nine months ended December 31, 2024 .

The Company records revenue net of sales tax, value added tax, excise tax and other taxes collected concurrent with revenue-producing activities.

1 unchanged sentence

The Company has elected to recognize incremental costs of obtaining a contract as expense when incurred except in contracts where the amortization period would exceed twelve months.

As of December 31, 2025 and March 31, 2025 , the Company's capitalized incremental contract costs were not material.

As of June 30, 2026 and March 31, 2026 , the Company's capitalized incremental contract costs were not material.

The Company has elected not to adjust the promised amount of consideration for the effects of a significant financing component if the period of financing is twelve months or less.

2 unchanged sentences

Payment terms vary by contract type and type of customer and generally range from 30 to 60 days from delivery.

The following tables disaggregate the Company’s revenue by product line and by shipment destination (in thousands):

Three Months Ended December 31, 2025

Nine Months Ended December 31, 2025

Product Line:

Equipment and systems

$ 56,004 $ 143 $ 156,300 $ 445

Services and technology development

7,183 11,199 21,316 34,688

$ 63,187 $ 11,342 $ 177,616 $ 35,133

$ 51,974 $ — $ 137,394 $ 16

7,253 11,326 29,583 35,022

3,960 16 10,639 95

$ 63,187 $ 11,342 $ 177,616 $ 35,133

Three Months Ended December 31, 2024

Nine Months Ended December 31, 2024

Product Line:

Equipment and systems

$ 48,979 $ 8,768 $ 123,431 $ 23,357

Services and technology development

3,327 329 8,147 1,228

$ 52,306 $ 9,097 $ 131,578 $ 24,585

The following tables disaggregate the Company’s revenue by shipment destination (in thousands):

Three Months Ended

North America

43,162 37,772

South America

$ 76,323 $ 60,087

1 unchanged sentence

$ 17,750 $ 12,271

As of December 31, 2025 and 2024 , the Company’s contract assets and liabilities primarily relate to the timing differences between cash received from a customer in connection with contractual rights to invoicing and the timing of revenue recognition following completion of performance obligations.

As of June 30, 2026 and 2025 , the Company’s contract assets and liabilities primarily relate to the timing differences between cash received from a customer in connection with contractual rights to invoicing and the timing of revenue recognition following completion of performance obligations.

The Company's accounts receivable balance is made up entirely of customer contract related balances.

5 unchanged sentences

$ 14,875 $ 7,579 $ 93,331

Increase for balance acquired

Increases for costs incurred to fulfill performance obligations

6 unchanged sentences

Other changes and FX impact

Ending balance as of December 31, 2025

Ending balance as of June 30, 2026

$ 9,560 $ 6,025 $ 102,618

4 unchanged sentences

$ 6,376 $ 5,756 $ 76,133

Increase for balances acquired

Increases for costs incurred to fulfill performance obligations

6 unchanged sentences

Other changes and FX impact

( 18 ) ( 11 ) ( 540 )

Ending balance as of December 31, 2024

Ending balance as of June 30, 2025

$ 10,083 $ 5,616 $ 75,891

1 unchanged sentence

The Company’s performance obligations may vary significantly each reporting period based on the timing of major new contractual commitments.

As of December 31, 2025 , the Company had outstanding performance obligations on existing contracts under ASC 606 to be recognized in the next twelve months of approximately $ 253.5 million .

As of June 30, 2026 , the Company had outstanding performance obligations on existing contracts under ASC 606 to be recognized in the next twelve months of approximately $ 301.8 million .

There are also approximately $ 118.8 m illion o f outstanding performance obligations to be recognized over a period of thirteen to sixty months.

The remaining performance obligations are subject to customer actions and therefore the timing of revenue recognition cannot be reasonably estimated.

The following table sets forth customers who represented 10% or more of the Company’s total revenues for the three and nine months ended December 31, 2025 , and 2024:

The following table sets forth customers who represented 10% or more of the Company’s total revenues for the three months ended June 30, 2026 and 2025 :

Three Months Ended

Nine Months Ended

Inox Wind Limited

14 % 10 % 15 % 13 %

Innomotics LLC

<10% 14 % <10% <10%

Fuji Bridex Pte Ltd

<10% <10% 11 % <10%

Stock-Based Compensation

The Company accounts for its stock-based compensation at fair value.

The following table summarizes stock-based compensation expense by financial statement line item for the three and nine months ended December 31, 2025 , and 2024 (in thousands):

Three Months Ended December 31,

Nine Months Ended December 31,

The following table summarizes stock-based compensation expense by financial statement line item for the three months ended June 30, 2026 and 2025 (in thousands):

Three Months Ended June 30,

Cost of revenues

$ 269 $ 211 $ 875 $ 309

Research and development

504 442 1,703 697

Selling, general and administrative

3,049 2,208 9,536 3,927

$ 3,822 $ 2,861 $ 12,114 $ 4,933

The Company issued no shares and 887,000 shares of restricted stock during the three and nine months ended December 31, 2025 , respectively.

The Company issued no shares and 39,445 shares of immediately vested common stock during the three and nine months ended December 31, 2025 , respectively.

The Company issued 30,000 shares and 872,500 shares of restricted stock during the three and nine months ended December 31, 2024 , respectively.

The Company issued no shares and 19,200 shares of immediately vested common stock during the three and nine months ended December 31, 2024 , respectively.

The Company issued 805,400 and 880,000 shares of restricted stock during the three months ended June 30, 2026 and 2025 , respectively.

The Company issued 18,245 and 39,445 shares of immediately vested common stock during the three months ended June 30, 2026 and 2025 , respectively.

These restricted stock awards generally vest over 2 - 3 years.

2 unchanged sentences

Performance-based awards are expensed over the requisite service period based on probability of achievement.

The Company granted no stock options and 2,112 stock options during the three and nine months ended December 31, 2025 , respectively.

The Company granted no stock options during the three and nine months ended December 31, 2024 .

The stock options granted during the nine months ended December 31, 2025 will vest over 2 years.

The Company granted no stock options in the three months ended June 30, 2026 .

The Company granted 2,112 stock options during the three months ended June 30, 2025 .

The stock options granted during the three months ended June 30, 2025 will vest over 2 years.

The estimated fair value of the Company’s stock-based awards, less expected annual forfeitures, is amortized over the awards’ service period.

There were less than $ 0.1 million of unrecognized compensation costs for unvested stock options as of December 31, 2025 .

There were less than $ 0.1 million of unrecognized compensation costs for unvested stock options as of June 30, 2026 .

This expense will be recognized over a weighted average period of approximately 0.9 years.

The total unrecognized compensation cost for unvested outstanding restricted stock was $ 24.9 mi llion as of December 31, 2025 .

The total unrecognized compensation cost for unvested outstanding restricted stock was $ 54.4 mi llion as of June 30, 2026 .

This expense will be recognized over a weighted-average expense period of approximately 2.1 years.

The weighted average assumptions used in the Black Scholes valuation model for stock options granted during the nine months ended December 31, 2025 are as follows:

Nine Months Ended December 31,

The weighted average assumptions used in the Black Scholes valuation model for stock options granted during the three months ended June 30, 2025 are as follows:

Three Months Ended June 30,

Expected volatility

7 unchanged sentences

Stock options and warrants that are out-of-the-money with exercise prices greater than the average market price of the underlying common shares and shares of performance-based restricted stock where the contingency was not met are excluded from the computation of diluted EPS as the effect of their inclusion would be anti-dilutive.

For the three months ended December 31, 2025 , 496,105 shares were not included in the calculation of diluted EPS.

Of these, 495,834 were shares of performance-based restricted stock where the contingency was not met and 271 shares relate to outstanding stock options that were considered anti-dilutive.

For the nine months ended December 31, 2025 , 508,391 shares were not included in the calculation of diluted EPS.

For the three months ended June 30, 2026 , 432,416 shares were not included in the calculation of diluted EPS.

Of these, 273,822 were shares of performance-based restricted stock where the contingency was not met and 158,593 were shares of restricted stock that were considered anti-dilutive.

For the three months ended June 30, 2025 , 475,329 shares were not included in the calculation of diluted EPS.

Of these, 474,517 were shares of performance-based restricted stock where the contingency was not met and 812 shares relate to outstanding stock options that were considered anti-dilutive.

For the three months ended December 31, 2024 , 475,971 shares were not included in the calculation of diluted EPS.

Of these, 475,971 were shares of performance-based restricted stock where the contingency was not met.

For the nine months ended December 31, 2024 , 471,985 shares were not included in the calculation of diluted EPS.

Of these, 471,768 were shares of performance-based restricted stock where the contingency was not met.

Of the remaining shares, 217 shares relate to outstanding stock awards that were considered anti-dilutive.

The following table reconciles the numerators and denominators of the earnings per share calculation for the three and nine months ended December 31, 2025 , and 2024 (in thousands, except per share data):

Three Months Ended December 31,

Nine Months Ended December 31,

The following table reconciles the numerators and denominators of the earnings per share calculation for the three months ended June 30, 2026 and 2025 (in thousands, except per share data):

Three Months Ended June 30,

$ 9,490 $ 6,724

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Goodwill and Other Intangibles

The guidance under ASC 805 - 30, Business Combinations , provides for the recognition of goodwill on the acquisition date measured as the excess of the aggregate consideration transferred over the net of the acquisition date amounts of net assets acquired and liabilities assumed.

The Company's goodwill balance relates to the Comtrafo Acquisition in fiscal 2025, the NWL acquisition in fiscal 2024, the Neeltran acquisition in fiscal 2021, the NEPSI acquisition in fiscal 2020, and Infinia Technology Corporation acquisition in fiscal 2017 and is reported in the Grid business segment.

Goodwill represents the difference between the purchase price and the fair value of the identifiable tangible and intangible net assets when accounted for using the purchase method of accounting.

Goodwill is not amortized but reviewed for impairment.

The Company's goodwill balance relates to the Comtrafo Acquisition in fiscal 2025, the NWL Acquisition in fiscal 2024, the acquisition of Neeltran, Inc.

in fiscal 2021 , the Northeast Power Systems, Inc.

("NEPSI") acquisition in fiscal 2020 , and the acquisition of Infinia Technology Corporation in fiscal 2017 and is reported in the Grid business segment.

Goodwill is reviewed annually on February 28th and whenever events or changes in circumstances indicate that the carrying value of the goodwill might not be recoverable.

Goodwill increased by $ 122.2 million during the three and nine months ended December 31, 2025 , related to the Comtrafo Acquisition.

Goodwill is reviewed annually on February 28 and whenever events or changes in circumstances indicate that the carrying value of the goodwill might not be recoverable.

Changes in the Company’s goodwill are as follows (in thousands):

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Balance acquired – Comtrafo

Currency translation adjustment

December 31, 2025

The Company did not identify any triggers to assess impairment in the three and nine months ended December 31, 2025 or 2024.

Measurement period adjustment

March 31, 2026

June 30, 2026

The Company did not identify any triggers to assess impairment in the three months ended June 30, 2026 or 2025 .

Other Intangibles

Intangible assets at December 31, 2025 and March 31, 2025 consisted of the following (in thousands):

December 31, 2025

Intangible assets at June 30, 2026 and March 31, 2026 consisted of the following (in thousands):

June 30, 2026

March 31, 2026

13 unchanged sentences

$ 30,807 $ ( 18,127 ) $ 12,680 $ 30,698 $ ( 17,150 ) $ 13,548

The Company recorded intangible amortization expense related to customer relationship and core technology and know-how of $ 0.5 million and $ 1.2 million in the three and nine months ended December 31, 2025 , respectively.

The Company recorded intangible amortization expense related to customer relationship and core technology and know-how of $ 0.4 million and $ 1.3 million in the three and nine months ended December 31, 2024 .

The Company recorded intangible amortization expense related to backlog of $ 0.1 million in the three and nine months ended December 31, 2025 .

The Company recorded intangible amortization expense related to backlog of $ 0.3 million and 0.4 million in the three and nine months ended December 31, 2024 , respectively.

The Company recorded intangible amortization expense related to customer relationship and core technology and know-how of $ 0.5 million and $ 0.3 million in the three months ended June 30, 2026 and 2025 , respectively.

The Company recorded intangible amortization expense related to backlog of $ 0.5 million, in the three months ended June 30, 2026 and did not record any intangible amortization expense related to backlog in the three months ended June 30, 2025 .

Expected future amortization expense related to intangible assets is as follows (in thousands):

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The Company's intangible assets relate entirely to the Grid business segment operations in the United States and Brazil.

The following tables summarizes the Company’s intangibles by geography (in thousands):

December 31, 2025

The following table summarizes the Company’s intangibles by geography (in thousands):

June 30, 2026

March 31, 2026

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Disclosure of the transfer of securities from Level 1 to Level 2 or Level 3 is made in the event that the related security is significant to total cash and investments.

The Company did not have any transfers of assets and liabilities from Level 1, Level 2 or Level 3 of the fair value measurement hierarchy during the three or nine months ended December 31, 2025 .

The Company did not have any transfers of assets and liabilities from Level 1, Level 2 or Level 3 of the fair value measurement hierarchy during the three months ended June 30, 2026 .

A financial asset’s or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

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Contingent Consideration

Contingent consideration relates to the earnout payment set forth in the Stock Exchange Agreement governing the acquisition of Comtrafo that provides the selling stockholders may receive an additional sum of cash upon the achievement of certain specified earnings before interest, taxes, depreciation, and amortization ("EBITDA") objectives during the three years following the Comtrafo Acquisition Date.

Contingent consideration relates to the earnout payment set forth in the Stock Exchange Agreement governing the acquisition of Comtrafo that provides the selling stockholders may receive an additional sum of cash upon the achievement of certain specified EBITDA objectives during the three years following the Comtrafo Acquisition Date.

See Note 14, “Contingent Consideration” for further discussion.

The Company relied on a Monte Carlo method to determine the fair value of the contingent consideration on the closing of the acquisition of Comtrafo and continues to revalue the fair value of the contingent consideration using the same method at each subsequent balance sheet date until the contingencies are resolved and the cash to be paid is determined, with the change in fair value recorded in the current period operating loss.

For the period ended December 31, 2025 , the change in fair value from December 5, 2025 was not considered material and as such no adjustment was recorded.

The following table provides the assets and liabilities carried at fair value on a recurring basis, measured as of December 31, 2025 and March 31, 2025 (in thousands):

For the period ended June 30, 2026, the change in fair value was a decrease of $ 8.1 million.

Contingent consideration is classified within the Level 3 valuation hierarchy.

The following table provides the assets and liabilities carried at fair value on a recurring basis, measured as of June 30, 2026 and March 31, 2026 (in thousands):

Total Carrying Value

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Significant Unobservable Inputs (Level 3)

December 31, 2025:

June 30, 2026:

Cash equivalents

2 unchanged sentences

$ 1,585 $ — $ 1,585 $ —

Current liabilities:

Contingent consideration

$ 3,959 $ — $ — $ 3,959

Long-term liabilities:

Contingent consideration

$ 27,930 $ — $ — $ 27,930

Total Carrying Value Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3)

4 unchanged sentences

$ 1,278 $ — $ 1,278 $ —

Current liabilities:

Contingent consideration

$ 12,808 $ — $ — $ 12,808

Long-term liabilities:

Contingent consideration

$ 26,721 $ — $ — $ 26,721

The table below reflects the activity for the Company's contingent consideration derivative liability measured at fair value on a recurring basis (in thousands):

3 unchanged sentences

Change in fair value

Balance at December 31, 2025

Balance at March 31, 2026

Change in fair value

Balance at June 30, 2026

Accounts Receivable

Accounts receivable at December 31, 2025 and March 31, 2025 consisted of the following (in thousands):

December 31, 2025

Accounts receivable at June 30, 2026 and March 31, 2026 consisted of the following (in thousands):

June 30, 2026

March 31, 2026

Accounts receivable (billed)

$ 71,176 $ 54,506

Accounts receivable (unbilled)

Accounts receivable

Inventory, net of reserves, at December 31, 2025 and March 31, 2025 consisted of the following (in thousands):

December 31, 2025

$ 80,736 $ 69,381

Inventory, net of reserves, at June 30, 2026 and March 31, 2026 consisted of the following (in thousands):

June 30, 2026

March 31, 2026

4 unchanged sentences

Finished goods

16,655 15,049

Deferred program costs

1 unchanged sentence

$ 98,017 $ 103,748

The Company recorded inventory write-downs of $ 0.4 million f or the three months ended December 31, 2025 and 2024 .

The Company recorded inventory write-downs of $ 2.2 million and $ 1.2 million f or the nine months ended December 31, 2025 and 2024 , respectively.

The Company recorded inventory write-downs of $ 1.1 million and $ 0.7 million f or the three months ended June 30, 2026 and 2025 , respectively.

These write-downs were based on the Company's evaluation of its inventory on hand for excess quantities and obsolescence.

Deferred program costs as of December 31, 2025 and March 31, 2025 primarily represent costs incurred on programs where the Company needs to complete performance obligations before the related revenue and costs will be recognized.

Deferred program costs as of June 30, 2026 and March 31, 2026 primarily represent costs incurred on programs where the Company needs to complete performance obligations before the related revenue and costs will be recognized.

Property, Plant and Equipment

The cost and accumulated depreciation of property, plant and equipment at December 31, 2025 and March 31, 2025 are as follows (in thousands):

December 31, 2025

The cost and accumulated depreciation of property, plant and equipment at June 30, 2026 and March 31, 2026 are as follows (in thousands):

June 30, 2026

March 31, 2026

$ 41,595 $ 37,770

Construction in progress – equipment

34,894 30,989

Equipment and software

61,810 60,030

Furniture and fixtures

1 unchanged sentence

Property, plant and equipment, gross

151,052 140,487

Less accumulated depreciation

( 52,297 ) ( 50,712 )

Property, plant and equipment, net

Depreciation expense was $ 1.0 million and $ 0.9 million for the three months ended December 31, 2025 and 2024 , respectively.

Depreciation expense was $ 2.9 million and $ 2.3 million for the nine months ended December 31, 2025 and 2024 , respectively.

The increase in land, building, and equipment and software relates to the property added as part of the Comtrafo Acquisition.

$ 98,755 $ 89,775

Depreciation expense was $ 1.7 million and $ 0.9 million for the three months ended June 30, 2026 and 2025 , respectively.

Equity-Method Investments

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Equity method investments are measured at cost minus impairment, if any, plus or minus the Company’s share of an investee’s income or loss, less distributions received.

As of December 31, 2025 the Compa ny did not have material accounts receivable nor accounts payable balances wi th NWL Pacific.

The Company's investment in NWL Pacific was $ 1.6 million and $ 1.1 million as of December 31, 2025 and March 31, 2025, respectively.

As of June 30, 2026 the Compa ny did not have material accounts receivable nor accounts payable balances wi th NWL Pacific.

The Company's investment in NWL Pacific was $ 1.4 million and $ 1.3 million as of June 30, 2026 and March 31, 2026, respectively.

The table below presents the summarized financial information for periods presented post-acquisition, as provided to the Company by the investee, for the unconsolidated company (in thousands):

Three Months Ended December 31,

Nine Months Ended December 31,

Three Months Ended June 30,

$ 1,140 $ 2,599

Income from operation

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses at December 31, 2025 and March 31, 2025 consisted of the following (in thousands):

December 31, 2025

Accounts payable and accrued expenses at June 30, 2026 and March 31, 2026 consisted of the following (in thousands):

June 30, 2026

March 31, 2026

Accounts payable

$ 18,197 $ 13,015

Accrued inventories in-transit

Accrued other miscellaneous expenses

Accrued contract loss

Advanced deposits

Accrued compensation

10,002 15,518

Income taxes payable

1 unchanged sentence

Accrued commissions

$ 50,698 $ 46,545

The Company generally provides a one to three year warranty on its products, commencing upon delivery or installation where applicable.

1 unchanged sentence

Product warranty activity was as follows (in thousands):

Three Months Ended December 31,

Nine Months Ended December 31,

Three Months Ended June 30,

Balance at beginning of period

Acquired warranty obligations

$ 4,684 $ 3,033

Provisions for warranties during the period

Settlements during the period

( 476 ) ( 342 )

Balance at end of period

The Company recorded income tax benefits of $ 112.4 million and $ 112.1 million for the three and nine months ended December 31, 2025 , respectively, and income tax benefit of $ 0.1 million and $ 4.9 million for the three and nine months ended December 31, 2024 , respectively.

$ 4,801 $ 3,240

The Company recorded income tax expense of $ 1.3 million in the three months ended June 30, 2026 , and income tax expense of $ 0.2 million in the three months ended June 30, 2025 .

The Company's effective tax rate was 11.7 % and 2.9 % for the three months ended June 30, 2026 and 2025 , respectively.

For three months ended June 30, 2026 the effective tax rate was lower than the statutory rate primarily as a result of excess tax benefits for the vesting of share-based compensation awards during the period.

For the three months ended June 30, 2025 the effective tax rate was lower than the U.S.

Statutory rate primarily due to the valuation allowance against U.S.

deferred tax assets, a majority of which was subsequently released in fiscal 2025.

On a quarterly basis, the Company reassesses the valuation allowance on deferred income tax assets, weighing positive and negative evidence to assess the recoverability of the deferred tax assets.

As of December 31, 2025 , the Company recorded a $ 113.1 million non-cash income tax benefit related to the release of a substantial portion of its valuation allowance against deferred tax assets.

This was based on the Company's evaluation of the positive evidence, including cumulative income position over the three -year period December 31, 2025 , revenue growth, current profitability, expectations regarding future forecasted income, and negative evidence, including uncertainty in economic and political environments from industry competition and dependence on government contracts.

This release of the valuation allowance resulted in the recognition of a deferred tax asset and a corresponding increase to income tax benefit in the current period, the effect of which is an increase in reported net income.

On July 4, 2025, the reconciliation bill, commonly referred to as the One Big Beautiful Bill ("OBBB") was signed into law, which includes a broad range of tax reform provisions that may affect the company's financial results.

The OBBB allows an elective deduction for domestic Research and Development (R&D), a reinstatement of elective 100% first -year bonus depreciation, and a more favorable tax rate on Foreign-derived Deduction Eligible Income and income from non-U.S.

subsidiaries (Net CFC Tested Income), among other provisions.

The Company has performed an initial evaluation of the impact of the OBBB on the Company's effective tax rate and deferred tax assets in 2025 and future periods.

Based on this initial evaluation, the Company believes the tax reform provisions will not have a material impact on the Company’s consolidated financial statements and related disclosures.

We will continue to assess the implications of the OBBB, and our tax provision may be further impacted as additional guidance from the U.S.

Department of the Treasury is released.

A tax valuation allowance is established, as needed, to reduce deferred tax assets to the amount expected to be realized.

In the period in which it becomes more likely than not that some or all of the deferred tax assets will be realized, the valuation allowance will be adjusted.

As of June 30, 2026 , the Company maintains a valuation allowance against certain deferred tax assets in the U.S.

Accounting for income taxes requires a two -step approach to recognizing and measuring uncertain tax positions.

4 unchanged sentences

Any changes in these factors could result in the recognition of a tax benefit or an additional charge to the tax provision.

The Company did not identify any uncertain tax positions in the nine months ended December 31, 2025 and did not have any gross unrecognized tax benefits as of December 31, 2025 .

The Company did not identify any uncertain tax positions in the three months ended June 30, 2026 and did not have any gross unrecognized tax benefits as of June 30, 2026 .

Contingent Consideration

NEPSI Contingent Consideration

On October 1, 2020 ( the "NEPSI Acquisition Date"), the Company entered into a Stock Purchase Agreement (the "NEPSI Stock Purchase Agreement") with the selling stockholders named therein.

Pursuant to the terms of the NEPSI Stock Purchase Agreement and concurrently with entering into such agreement, the Company acquired all of the issued and outstanding (i) shares of capital stock of NEPSI, and (ii) membership interests of Northeast Power Realty, LLC, a New York limited liability company, which holds the real property that serves as NEPSI's headquarters (the "NEPSI Acquisition").

NEPSI is a U.S.-based global provider of medium-voltage metal-enclosed power capacitor banks and harmonic filter banks for use on electric power systems.

NEPSI is a wholly-owned subsidiary of the Company and is operated by its Grid business segment.

The purchase price was $ 26.0 million in cash and 873,657 restricted shares of common stock of the Company.

As part of the transaction, the selling stockholders were entitled to receive up to an additional 1,000,000 shares of common stock of the Company upon the achievement of certain specified revenue objectives during varying periods of up to four years following closing of the NEPSI Acquisition.

During the year ended March 31, 2024, the Company issued 399,999 shares of common stock and cash in lieu of a fractional share of common stock, related to the achievement of specified revenue objectives in connection with the NEPSI Acquisition.

One specified revenue objective, which would have earned the selling stockholders 300,000 shares of Company common stock, was not achieved.

NEPSI recognized revenues in excess of $ 120.0 million during the four years after the NEPSI Acquisition Date.

As a result, during the quarter ended September 30, 2024, the Company issued 300,000 shares of common stock of the Company to the selling stockholders, following certification of the achievement of the specified earnout revenue objective.

As of September 30, 2024, the Company had settled all outstanding contingent consideration under the NEPSI Stock Purchase Agreement.

The Company evaluated the NEPSI Acquisition earnout payment set forth in the NEPSI Stock Purchase Agreement, which was expected to require settlement in the Company's common stock, and determined the contingent consideration qualified for liability classification and derivative treatment under ASC 815, Derivatives and Hedging .

As a result, for the periods in which the Company had outstanding contingent consideration, the fair value of the contingent consideration was remeasured and the resulting gain or loss was recognized in operating expenses until the share amount was fixed.

Following is a summary of the key assumptions used in a Monte Carlo simulation to calculate the fair value of contingent consideration related to the NEPSI Acquisition:

Fiscal Year 2024

Revenue risk premium

5.50 % 5.50 %

Revenue volatility

27.5 % 24.8 %

$ 23.39 $ 13.51

Payment delay (days)

Fair value (millions)

NWL Contingent Consideration

On August 1, 2024 , the Company entered into the Stock Purchase Agreement with the selling stockholders named therein.

Pursuant to the terms of the Stock Purchase Agreement and concurrently with entering into such agreement, the Company acquired all of the issued and outstanding shares of Megatran for aggregate consideration in an amount equal to $ 61.4 million which consideration amount was subject to various adjustments set forth in the Stock Purchase Agreement.

The value of the contingent consideration to make the sellers whole was determined to be de minimis at the time of the NWL Acquisition.

On September 23, 2024, the Company paid $ 3.3 million to the selling stockholders, which was calculated based on the agreed upon formula set forth in the Stock Purchase Agreement.

As of September 30, 2024, there were no remaining obligations to the selling stockholders of Megatran.

Comtrafo Contingent Consideration

1 unchanged sentence

Pursuant to the terms of the Stock Exchange Agreement, the Company has agreed to pay the selling stockholders of the Comtrafo Acquisition an additional amount in cash upon the achievement of specified EBITDA objectives during the three years following the Comtrafo Acquisition Date.

The Company evaluated the Comtrafo Acquisition earnout payment set forth in the Comtrafo Stock Exchange Agreement (See Note 2, "Acquisitions" for further details), which will require settlement in cash, and determined the contingent consideration qualified for liability classification.

The Company evaluated the Comtrafo Acquisition earnout payment set forth in the Comtrafo Stock Exchange Agreement (See Note 2, "Acquisition" for further details), which will require settlement in cash, and determined the contingent consideration qualified for liability classification.

As a result, for each period, the fair value of the contingent consideration will be remeasured, and the resulting gain or loss will be recognized until the cash amount is fixed.

4 unchanged sentences

Credit Spread (semiannual)

EBITDA discount rate

Payment delay (days)

Fair value (millions)

The Company performed an analysis on the change in fair value through December 31, 2025 and concluded the impact was immaterial to the financial statements.

The Company recorded no gains or losses from the changes in fair value of the contingent consideration in the three and nine months ended December 31, 2025 .

The Company recorded a loss of $ 6.7 million resulting from the increases in the fair value of the NEPSI and NWL contingent consideration in the nine months ended December 31, 2024 .

As part of the Comtrafo Acquisition, the Company identified three debt agreements that Comtrafo had entered into prior to the Comtrafo Acquisition Date.

Based on the current maturity schedules of the respective agreements, the Company recorded current and long-term debt of $ 1.6 million and $ 6.1 million, respectively during the three months ended December 31, 2025 .

Fiscal Year 2025

EBITDA Risk Premium (continuous)

1.40 % 2.10 % 2.10 %

EBITDA Volatility

25.0 % 25.0 % 25.0 %

Credit Spread (semiannual)

1.9 % 1.9 % 1.9 %

EBITDA discount rate

14.7 % 15.0 % 15.0 %

Payment delay (days)

Fair value (millions)

$ 39.5 $ 34.8 $ 34.8

The Company performed an analysis on the change in fair value through June 30, 2026 and recorded a gain from the change in fair value of the contingent consideration for the three months ended June 30, 2026 of $ 8.1 million.

The Company did not record any activity related to contingent consideration in the three months ended June 30, 2025 .

Operating Leases

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The Company has made the policy election to exclude short-term leases from the condensed consolidated balance sheets.

Supplemental balance sheet information related to leases at December 31, 2025 , and March 31, 2025 are as follows (in thousands):

December 31, 2025

Supplemental balance sheet information related to leases at June 30, 2026 , and March 31, 2026 are as follows (in thousands):

June 30, 2026

March 31, 2026

1 unchanged sentence

Total right-of-use assets

3,750 $ 3,897

Lease liabilities – ST Operating

1 unchanged sentence

Total lease liabilities

$ 3,897 $ 4,000

Weighted-average remaining lease term

Weighted-average discount rate

The costs related to the Company's operating leases for the three and nine months ended December 31, 2025 and 2024 , are as follows (in thousands):

Three Months Ended

Nine Months Ended

December 31, 2025

Operating Leases:

Operating lease costs – fixed

Operating lease costs – variable

Short-term lease costs

Total lease costs

Three Months Ended

Nine Months Ended

December 31, 2024

14.06 % 14.13 %

The costs related to the Company's operating leases for the three months ended June 30, 2026 and 2025 are as follows (in thousands):

Three Months Ended June 30,

Operating Leases:

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In addition, the Company has various contractual arrangements in which minimum quantities of goods or services have been committed to be purchased on an annual basis.

AMSC Brazil, through Comtrafo, entered into an agreement to purchase additional real estate within the twelve months following the Comtrafo Acquisition Date for 37,246,459 Brazilian Real upon successful re-zoning classification of such real estate.

As of December 31, 2025 , the Company had $ 3.3 million of restricted cash included in long-term assets and $ 2.8 million of restricted cash included in current assets.

AMSC Brazil, through Comtrafo, purchased additional real estate within the twelve months following the Comtrafo Acquisition Date for 37.2 million Brazilian Real in cash upon successful re-zoning classification of such real estate.

As of June 30, 2026 , the Company had $ 5.6 million of restricted cash included in long-term assets and $ 3.8 million of restricted cash included in current assets.

As of March 31, 2026 , the Company had $ 3.3 million of restricted cash included in long-term assets and $ 3.5 million of restricted cash included in current assets.

19 unchanged sentences

The chief operating decision maker also uses segment operating income or loss to assess the performance for each segment by comparing the results and return on assets of each segment with one another and in the compensation of certain employees.

The following tables (i) summarize total sales by segment and (ii) reconcile each segment's sales to their respective segment operating income, including segment operating expenses, for each of the three and nine months ended December 31, 2025 and 2024 (in thousands):

Three Months Ended December 31, 2025

Nine Months Ended December 31, 2025

The following tables (i) summarize total sales by segment and (ii) reconcile each segment's sales to their respective segment operating income, including segment operating expenses, for each of the three months ended June 30, 2026 , and 2025 (in thousands):

Three Months Ended June 30, 2026

Segment operating income:

$ 76,323 $ 17,750 $ — $ 94,073

Segment other operating expenses (b)

Segment operating income

78,489 13,867 ( 8,115 ) 84,241

Segment operating income (loss)

$ ( 2,166 ) $ 3,883 $ 8,115 $ 9,832

(a) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

(b) Segment other operating expense includes cost of sales, research and development expense, selling general, and administrative expense, and amortization of acquisition related intangibles.

Three Months Ended December 31, 2024

Nine Months Ended December 31, 2024

Three Months Ended June 30, 2025

Segment operating income:

$ 60,087 $ 12,271 $ — $ 72,358

Segment other operating expenses (b)

Segment operating income (loss)

55,932 10,782 — 66,714

Segment operating income

$ 4,155 $ 1,489 $ — $ 5,644

(a) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

(b) Segment other operating expense includes cost of sales, research and development expense, selling general, and administrative expense, amortization of acquisition related intangibles, and gain/loss on contingent consideration.

Unallocated corporate expenses consisted of net losses resulting from activity relating to both the NEPSI earnout and the Megatran make whole payment which resulted in $ 6.7 million in increases in the fair value of contingent consideration in the nine months ended December 31, 2024 .

The reconciliation of segment operating income (loss) to consolidated income (loss) before income taxes for the three and nine months ended December 31, 2025 and 2024 is as follows (in thousands):

Three Months Ended December 31,

Nine Months Ended December 31, 2025

Operating income (loss):

Unallocated corporate expenses included a net gain on contingent consideration of $ 8.1 million in the three months ended June 30, 2026 .

The reconciliation of segment operating income to consolidated income before income taxes for the three months ended June 30, 2026 , and 2025 is as follows (in thousands):

Three Months Ended June 30,

Operating income:

$ 9,832 $ 5,644

Interest income, net

Other (expense)/income, net

Income (loss) before income tax benefit

Depreciation and amortization expense by segment for the three and nine months ended December 31, 2025 and 2024 is as follows (in thousands):

Three Months Ended December 31,

Nine Months Ended December 31, 2025

Income before income tax expense

$ 10,752 $ 6,923

Depreciation and amortization expense by segment for the three months ended June 30, 2026 , and 2025 is as follows (in thousands):

Three Months Ended June 30,

$ 2,604 $ 1,202

$ 2,647 $ 1,229

The accounting policies of the business segments are the same as those for the consolidated Company.

3 unchanged sentences

In addition, certain corporate expenses which the Company does not believe are specifically attributable or allocable to either of the two business segments have been excluded from the segment operating income (loss).

Total assets for the two business segments as of December 31, 2025 and March 31, 2025 , are as follows (in thousands):

December 31, 2025

Total assets for the two business segments as of June 30, 2026 and March 31, 2026 , are as follows (in thousands):

June 30, 2026

March 31, 2026

$ 590,555 $ 574,195

18,416 17,572

Corporate assets

153,246 147,714

$ 762,217 $ 739,481

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023 - 09, Income Taxes (Topic 740 ):

Improvements to Income Tax Disclosures .

The amendments in ASU 2023 - 09 address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information.

Following the release of ASU 2023 - 09 in December 2023, the effective date was annual reporting periods beginning after December 15, 2024.

As of December 31, 2025 , the Company is evaluating the impact on its consolidated financial statements.

In March 2024, the FASB issued ASU 2024 - 02, Codification Improvements — Amendments to Remove References to the Concepts Statements .

The amendments in ASU 2024 - 02 contain amendments to the Codification that remove references to various FASB Concepts Statements.

Following the release of ASU 2024 - 02 in March 2024, the effective date was annual reporting periods beginning after December 15, 2024.

As of December 31, 2025 , the Company is evaluating the impact on its consolidated financial statements.

In November 2024 , the FASB issued ASU 2024 - 03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures .

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Following the release of ASU 2024 - 03 in November 2024 , the effective date will be annual reporting periods beginning after December 15, 2026 .

As of December 31, 2025 , the Company is evaluating the impact on its consolidated financial statements.

The Company is evaluating the impact on its consolidated financial statements.

In September 2025, the FASB issued ASU 2025 - 06, Intangibles — Goodwill and Other —Internal-Use Software.

The amendments in ASU 2025 - 06 remove all references to software development project stages and requires entities to start capitalizing software costs when both of the following occur:

(i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended.

Following the release of ASU 2024 - 05 in September 2025, the effective date will be annual reporting periods beginning after December 15, 2027.

The company is evaluating the impact on its consolidated financial statements.

Subsequent Events

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements