What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-03-11 compared with 2025-03-05 · 53 added, 62 removed, 184 unchanged (38% of the section changed)

2 unchanged sentences

Business Overview

Broadwind is a precision manufacturer of structures, equipment and components for clean technology and other specialized applications.

Broadwind is a precision manufacturer of structures, equipment and components for power generation, critical infrastructure, and other specialized applications.

We provide technologically advanced high value products to customers with complex systems and stringent quality standards that operate in energy, mining and infrastructure sectors, primarily in the United States of America (the “U.S.”).

9 unchanged sentences

Heavy Fabrications

We provide large, complex and precision fabrications to customers in a broad range of industrial markets.

We provide large, complex and precision fabrications to customers;

historically in a broad range of industrial markets.

Our most significant presence is within the U.S.

wind energy industry, although we have diversified into other industrial markets in order to improve our capacity utilization, reduce our customer concentration, and reduce our exposure to uncertainty related to governmental policies currently impacting the U.S.

wind energy industry.

Within the U.S.

wind energy industry, we provide steel towers and repowering adapters primarily to wind turbine manufacturers.

Our production facilities, located in Manitowoc, Wisconsin and Abilene, Texas, are situated in close proximity to the primary U.S.

domestic wind energy and equipment manufacturing hubs.

The two facilities have a combined annual tower production capacity of up to approximately 550 towers (1650 tower sections), sufficient to support turbines generating more than 1.7 GW of power (assuming a 3 MW tower).

We have expanded our production capabilities and leveraged our manufacturing competencies, including welding, lifting capacity and stringent quality practices, into aftermarket and original equipment manufacturer (“OEM”) components utilized in surface and underground mining, construction, material handling, oil and gas (“O&G”) and other infrastructure markets.

We have designed and manufacture a mobile, modular pressure reducing system (“PRS”) for the compressed natural gas virtual pipeline market.

We manufacture components for buckets, shovels, car bodies, drill masts and other products that support mining and construction markets.

In other industrial markets, we provide crane components, pressure vessels, frames and other structures.

wind energy industry where we provide steel towers and repowering adapters primarily to wind turbine manufacturers.

We streamlined our operations within this segment during the year ended December 31, 2025, selling our industrial fabrication operations in Manitowoc, Wisconsin in September 2025 and consolidating our remaining segment operations to our production facility in Abilene, Texas.

The Abilene facility has an annual wind tower production capacity of up to approximately 220 towers (660 tower sections), sufficient to support turbines generating more than 800 MW of power (assuming a 3 MW tower).

In this segment we also manufacture a proprietary mobile, modular pressure reducing system (“PRS”) for the compressed natural gas virtual pipeline market.

We provide gearing, gearboxes and precision machined components to a broad set of customers in diverse markets including;

surface and underground mining, wind energy, steel, material handling, infrastructure, onshore and offshore O&G fracking and drilling, marine, defense, and other industrial markets.

We provide gearbox repair services and have manufactured loose gearing, gearboxes and systems, and provided heat treat services for aftermarket and OEM applications for a century.

power generation, onshore and offshore oil and gas (“O&G”) fracking and drilling, material handling, wind energy, surface and underground mining, steel, infrastructure, marine, defense, and other industrial markets.

We provide gearbox repair services and have manufactured loose gearing, gearboxes and systems, and provided heat treat services for aftermarket and Original Equipment Manufacturers (“OEM”) applications for a century.

While a significant portion of our business is manufactured to our customer’s specifications, we employ design and metallurgical engineers to meet our customer’s stringent quality requirements, to improve product performance and reliability and to develop custom products that are integrated into our customer’s product offerings.

1 unchanged sentence

We provide supply chain solutions, light fabrication, inventory management, kitting and assembly services, primarily serving the combined cycle natural gas turbine market.

We have recently expanded into the U.S.

We support the U.S.

wind power generation market, by providing tower internals kitting solutions for on-site installations, as OEMs domesticate their supply chain due to lead time and reliability issues.

1 unchanged sentence

We also provide packaging solutions and fabricate panels and sub-assemblies to reduce our customers’ costs, improve manufacturing velocity and reliability.

The following table summarizes the key markets served and product offering of our three segments:

The following table summarizes the key markets served and product offerings of our three segments as of December 31, 2025:

Heavy Fabrications

2 unchanged sentences

-Wind Power Generation

-Onshore & Offshore

-Power Generation

-Combined Cycle Natural

-Surface and Underground Mining

Oil and Gas Fracking/Drilling

-Onshore & Offshore

Gas Power Generation

-Onsite Power Generation

Oil and Gas Fracking/Drilling

-Solar Power Generation

-Material Handling

-Wind Power Generation

-Surface and Underground Mining

-Solar Power Generation

-Steel Production

-Wind Power Generation

-Construction

-Infrastructure

-Wind Power Generation

-Pulp and Paper

-Material Handling

-Waste Processing

-Wind Towers/Adaptors

-Wind Towers/Adapters

-Loose Gearing

-Supply Chain Solutions

-Industrial Fabrications:

-Pressure Reducing Systems

-Custom Gearboxes

-Inventory Management

Mining Components

-Gearbox Repair

-Kitting and Assembly

Crane Components

-Heat Treat Services

-Solar Inverter Racks

Pressure Reducing Systems

-Precision Machining

-Solar Powered Shelters/Charging Stations

Other Frames/Structures

Pressure Vessels

Business and Operating Strategy

3 unchanged sentences

In 2025, sales derived from our top five customers represented 80% of total sales and sales into the wind energy industry represented 51% of total sales.

This is an improvement as compared to 2019, when our top five customers comprised 79% of total sales and sales in the wind energy industry represented 66% of total sales.

We have reduced the concentration of our sales as compared to 2020, when our top five customers comprised 84% of total sales and sales in the wind energy industry represented 70% of total sales.

To reduce the concentration of our sales, we have focused our product development activities and our sales force on expanding and diversifying our customer base and product lines.

1 unchanged sentence

We utilize a stage gate model for new product development, which provides a framework for evaluating opportunities and commercialization.

Additionally, we continue to use new customer and product revenues as metrics within our variable executive compensation programs.

Our diversification efforts are impacted in part by the end-market demand outlook.

Improve capacity utilization and broaden our manufacturing capabilities .

Subject to labor availability, we have manufacturing capacity available that could support a significant increase in our annual revenues for heavy fabrications, gearing and industrial solutions.

Subject to labor availability, we have manufacturing capacity available that could support a significant increase in our annual revenues for gearing and industrial solutions.

We are working to improve our capacity utilization and financial results by leveraging our existing manufacturing capacity and adjusting capacity where we can, in response to changing market conditions.

2 unchanged sentences

Our investment criteria for opportunistic acquisitions as well as organic investments include, among other things, our ability to:

improve manufacturing competencies, support our existing capacity utilization strategy, enhance our diversification strategy and/or augment our penetration into renewable markets.

Additionally, we are developing new variations of our PRS unit which supplies compressed natural gas to regions without established infrastructure as part of the virtual pipeline.

improve manufacturing competencies, support our existing capacity utilization strategy, enhance our diversification strategy.

Additionally, we have developed new variations of our PRS unit which supplies compressed natural gas to regions without established infrastructure as part of the virtual pipeline.

We believe that execution of our investment strategy provides significant opportunity to generate stockholder value, through profitable growth and leveraging a significant unrealized economic asset, over $298 million of net operating losses (“NOLs”) as of December 31, 2025 which can be used to cover future prospective tax liabilities.

16 unchanged sentences

Within the gas turbine industry, our customers supply end-users with natural gas turbines and after-market replacement and efficiency upgrade packages.

Within our other industrial markets served, our customer base includes steel producers, ship builders, and manufacturers of material handling, pulp and paper and other power generation equipment.

Within our other industrial markets served, our customer base includes steel producers, and manufacturers of material handling, pulp and paper and other power generation equipment.

Sales to GE Vernova represented greater than 10% of our consolidated revenues for the years ended December 31, 2025 and 2024.

3 unchanged sentences

In recent years, the industrial gearing industry has experienced consolidation of producers and acquisitions by strategic buyers in response to strong international competition, although recent tariff and supply chain uncertainties have caused buyers to shift more of their purchases to domestic gear manufacturers.

Within the wind tower product line of our Heavy Fabrications segment, the largest North American based competitor is Arcosa Inc., which was formerly a Trinity Industries company.

Within the wind tower product line of our Heavy Fabrications segment, the largest North American based competitor is Arcosa Inc.

Other competitors include C.S.

10 unchanged sentences

In April 2019, the USDOC extended the term of these duties for an additional five-year period.

In October 2024, the USDOC again extended the term of these duties for an additional five-year period.

Following a renewed surge of tower imports from countries not impacted by existing duties, in July 2020, the USDOC issued antidumping and countervailing duty orders on imports of wind towers from Canada, Indonesia, and Vietnam—including CS Wind Vietnam—and an antidumping order on imports of towers from Korea.

1 unchanged sentence

Court of International Trade (“CIT”).

Then in September 2020, a new trade case was brought before the USDOC and USITC, to assess whether wind towers imported from India, Malaysia, and Spain were being sold in the U.S.

An appeal of the Canada antidumping determination is currently pending at the U.S.

Court of Appeals for the Federal Circuit.

The USITC and USDOC are currently conducting a required “five-year review” of the trade orders on Canada, Indonesia, Korea, and Vietnam to determine whether the orders should be extended for another five-year period.

In September 2020, a new trade case was brought before the USDOC and USITC, to assess whether wind towers imported from India, Malaysia, and Spain were being sold in the U.S.

at less than fair value.

1 unchanged sentence

The USDOC imposed orders for two cases in August 2021 and the remainder in December 2021.

Appeals of the Canada and Korea antidumping determinations are currently pending at the U.S.

Court of Appeals for the Federal Circuit.

In July 2025, the USITC and USDOC will conduct a required “five-year review” of the trade orders on Canada, Indonesia, Korea, and Vietnam to determine whether the orders should be revoked.

Within our industrial fabrications product line of our Heavy Fabrications segment, our competitors in a fragmented market include Weldall Manufacturing and AT&F Advanced Metals, along with a large number of other regional competitors.

The primary differentiator among fabricators is the range of manufacturing and machining capabilities, including lifting capacity, precision machining, heat treatment capacity and the sophistication of quality systems.

In our Gearing segment, which is focused on O&G, wind energy, mining and steel markets, we compete with domestic and international manufacturers who produce gears greater than one meter in diameter.

In our Gearing segment, which is focused on O&G, natural gas power generation, wind energy, mining and steel markets, we compete with domestic and international manufacturers who produce gears greater than one meter in diameter.

Our key competitors include Overton Chicago Gear, Cincinnati Gearing Systems, Milwaukee Gear and Horsburgh & Scott.

3 unchanged sentences

Production Tax Credit/Investment Tax Credit

The most impactful development incentive for our products has been the production tax credit (“PTC”) for new wind energy projects, which provides federal income tax credits based on electricity produced from qualifying wind turbines.

Legislative support for the PTC has been intermittent since its introduction in 1992, which has caused volatility in the demand for new wind energy projects.

In December 2020, the Consolidated Appropriations Act of 2021 (“COVID IV”), a $2.3 trillion spending bill that combines a $1.4 trillion omnibus spending bill for federal fiscal year 2021 with $900 billion in stimulus relief for the COVID-19 pandemic was signed into law.

Historically, the most impactful development incentive for our wind industry products has been the production tax credit (“PTC”) for new wind energy projects, which provides federal income tax credits based on electricity produced from qualifying wind turbines.

Political and legislative support for the PTC has been intermittent since its introduction in 1992, which has caused significant volatility in the demand for new wind energy projects.

In December 2020, the Consolidated Appropriations Act of 2021 (“COVID IV”), a $2.3 trillion spending bill that combined a $1.4 trillion omnibus spending bill for federal fiscal year 2021 with $900 billion in stimulus relief for the COVID-19 pandemic was signed into law.

As part of COVID IV, the PTC was extended for an additional year, allowing for a 60% credit for projects that start construction by the end of 2021.

In order to benefit from the PTC, qualifying projects must either be completed within four years from their start of construction, or the developer must demonstrate that its projects are in continuous construction between start of construction and completion.

As a result of COVID IV, the PTC will subsidize wind projects commenced as late as 2021 and completed by 2025, or later if continuous construction can be demonstrated.

Included in COVID IV is the addition of a new 30% investment tax credit (“ITC”) created for offshore wind projects that start construction by the end of 2025.

The provision will retroactively apply to projects that started production in 2016.

As a result of COVID IV, the PTC has subsidized wind projects commenced as late as 2021 and completed by 2025, or later if continuous construction can be demonstrated.

Included in COVID IV was the addition of a new 30% investment tax credit (“ITC”) created for offshore wind projects that start construction by the end of 2025.

The provision also retroactively applied to certain projects that started production in 2016.

On August 16, 2022, the Inflation Reduction Act (“IRA”) was enacted to reduce inflation and promote clean energy in the United States.

The IRA modifies and extends the PTC until the later of 2032 or when greenhouse gas emissions have been reduced by 75% compared to 2022.

It provides for tax credits up to a maximum of 30%, adjusted for inflation annually, for electricity generated from qualified renewable energy sources where taxpayers meet prevailing wage standards and employ a sufficient proportion of qualified apprentices from registered apprenticeship programs.

It also provides a bonus credit for qualifying clean energy production in energy communities.

The IRA also includes Advanced Manufacturing Production tax credits (“AMP credits”) for manufacturers of eligible components, including wind and solar components.

The IRA modified and extended the PTC until the later of 2032 or when greenhouse gas emissions would have been reduced by 75% compared to 2022.

It provided for tax credits up to a maximum of 30%, adjusted for inflation annually, for electricity generated from qualified renewable energy sources where taxpayers meet prevailing wage standards and employ a sufficient proportion of qualified apprentices from registered apprenticeship programs.

It also provided a bonus credit for qualifying clean energy production in energy communities.

The One Big Beautiful Bill Act (the “OBBBA”), enacted on July 4, 2025, limited the applicability of these existing programs.

Under the OBBBA, wind projects that begin construction after July 4, 2026, must be placed in service by December 31, 2027, to qualify for the PTC or the ITC.

Any wind project that begins construction after July 4, 2026, and is not placed in service by December 31, 2027, will not qualify for the PTC or the ITC.

The PTC and ITC have driven demand for new wind projects by providing financial incentives to developers, and the limitations on available incentives imposed by the OBBBA have negatively impacted demand for future wind projects.

The IRA also included Advanced Manufacturing Production tax credits (“AMP credits”) for manufacturers of eligible components, including wind and solar components.

Manufacturers qualify for the AMP credits based on the electricity output for each component produced and sold in the US starting in 2023 through 2032.

The OBBBA eliminated the credit for components produced and sold after 2027.

The credit amount varies based on the eligible component, which includes solar components, wind energy components, inverters, qualifying battery components, and critical minerals.

4 unchanged sentences

In November 2021, the federal Infrastructure Investment and Jobs Act (“IIJA”) was signed into law.

The IIJA provides for $548 billion in new infrastructure spending over the next five years and $650 billion in previously allocated funds.

The IIJA allocated $62 billion to the Department of Energy for various projects focused on clean energy resources and expanding renewable energy.

However the timing of the award of projects funded by the IIJA is uncertain thus the impact on our business is uncertain.

The IIJA authorized $548 billion in new infrastructure spending over the next five years following enactment and $650 billion in previously allocated funds.

The IIJA allocated $62 billion to the Department of Energy (“DOE”) for various projects focused on clean energy resources and expanding renewable energy.

As of the date of this report, the DOE still reported a limited amount of clean energy project funding remained available under the IIJA, however the timing of the award of remaining projects funded by the IIJA is uncertain thus the remaining impact on our business is uncertain.

Occupational Safety and Health Administration

17 unchanged sentences

The collective bargaining agreement with the Neville Island union was renegotiated in November 2022 and is expected to remain in effect through October 2026.

A four-year collective bargaining agreement in regard to the Cicero, Illinois facility was negotiated in February 2022 and is expected to remain in effect through February 2026.

On March 6, 2026, we agreed to a new four-year collective bargaining agreement with the union representing the workforce at our Cicero, Illinois facility replacing a previous agreement.

The new four-year collective bargaining agreement is expected to remain in effect through February 2030.

We believe that our relationship with our employees is generally positive.

41 unchanged sentences

Our OWC at December 31, 2025 was $37,795, or 25% of trailing three months of sales annualized, compared to December 31, 2024, when OWC was $19,287, or 14% of trailing three months of sales annualized.

The decrease in OWC was driven primarily by lower accounts receivable balances.

The increase in OWC was driven primarily by lower customer deposit balances.

CORPORATE INFORMATION

7 unchanged sentences

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-K

Item 1. Business