What changed in this filing

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Item 9A. Controls and Procedures

2026-03-11 compared with 2025-03-05 · 168 added, 133 removed, 1186 unchanged (20% of the section changed)

25 unchanged sentences

The Company has also adopted the Insider Trading Policy which governs the purchase, sale and/or other disposition of the Company’s securities by its directors, officers and employees that is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations.

A copy of this policy is filed as Exhibit 19 to this Annual Report.

A copy of this policy is filed as Exhibit 19 to the Company's Annual Report on Form 10 -K for the annual period ended December 31, 2024.

EXECUTIVE COMPENSATION

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Advanced Manufacturing Production Tax Credits

As described in Note 8 of the financial statements, in 2025 and 2024, the Company recognized gross Advanced Manufacturing Production tax credits (AMP Credits) totaling $13,059,000 and $9,588,000, respectively, within the Heavy Fabrications segment.

These AMP Credits were introduced as part of the Inflation Reduction Act (IRA), which was enacted on August 16, 2022.

These AMP Credits were introduced as part of the Inflation Reduction Act (IRA), which was enacted on August 16, 2022 and later revised by The One Big Beautiful Bill Act (OBBBA), on July 4, 2025.

Eligible manufacturers of wind components qualify for the AMP Credits based on the total rated capacity, expressed on a per watt basis, of the completed wind turbine for which such component is designed.

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The assets related to the AMP credits are recognized as current assets in the “AMP credit receivable” line item in the Company's consolidated balance sheets as of December 31, 2025 and 2024.

On December 21, 2023, the Company entered into an agreement to sell 2023 and 2024 AMP Credits to a third party.

At that time, the Company sold a portion of the gross 2023 credits in the amount of $6,952,000 and recognized a 6.5% discount on the sale in the amount of $452,000, which was recognized in cost of sales.

In addition, the Company wrote down the remaining receivable of $7,541,000 to net realizable value and recorded the expected loss on sale of $490,000 in cost of sales.

The remaining 2023 AMP credit receivable was collected during the first quarter of 2024.

The Company also incurred other miscellaneous administrative costs related to selling the credits in the amount of $254,000, $197,000 of which has been recorded as cost of sales, with the remaining capitalized and included in the “Prepaid expenses and other current assets” line item of the Company's consolidated financial statements at December 31, 2023.

On December 21, 2023, the Company entered into an agreement to sell 2024 AMP Credits to a third party.

During 2024, the Company recognized gross AMP credits totaling $9,588,000 and recognized a 6.5% discount on the credits totaling $623,000, which was recognized in cost of sales.

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On January 28, 2025, the Company entered into an agreement, pursuant to which, for each of 2025 and 2026, the Company agreed to sell to a third party up to $15,000,000 and $20,000,000, respectively, of AMP Credits.

The purchaser will pay for the AMP Credits on a quarterly basis for AMP Credits generated in the immediately preceding calendar quarter.

The AMP Credits will be sold at a purchase price of $0.935 per $1.00 of AMP Credits.

The purchaser pays for the AMP Credits on a quarterly basis for AMP Credits generated in the immediately preceding calendar quarter.

The AMP Credits are sold at a purchase price of $0.935 per $1.00 of AMP Credits.

During 2025, the Company recognized gross AMP credits totaling $13,059,000 and recognized a 6.5% discount on the credits totaling $849,000, which was recognized in cost of sales.

The Company also incurred other miscellaneous administrative costs related to the credits in the amount of $98,000, which have been recorded as cost of sales.

The evaluation of the accounting, and subsequent sale of the AMP Credits involves judgement as there is no direct authoritative guidance under accounting principles generally accepted in the United States of America (US GAAP).

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Evaluated the completeness and accuracy of the disclosures in the consolidated financial statements, by consulting with tax specialists.

Long-Lived Asset Impairment

As described in Note 1 of the financial statements, the Company reviews long-lived assets, at the asset group level, for impairment whenever events or circumstances indicate the carrying amount of the asset group may not be recoverable.

Asset group recoverability is first assessed by comparing the asset group’s expected undiscounted future cash flows to its corresponding carrying value.

If the expected undiscounted future cash flows are less than the carrying value of the asset group, the Company performs an analysis to estimate the fair value of the asset group.

An impairment may be recorded when the fair value of the asset group is less than its carrying value.

Estimating an asset group’s expected undiscounted future cash flows requires management to make significant qualitative and quantitative estimates and assumptions including estimates of future revenue growth rates and operating margins.

As described in Note 9 of the financial statements, On September 30, 2025, the Company identified a triggering event associated with the operating losses within the Gearing segment, which required management to perform a test of recoverability of this asset group.

Management determined that the Gearing asset group had undiscounted future cash flows that exceeded its estimated carrying value, consequently no impairment charge was recorded in the consolidated statement of operations for the year ended December 31, 2025, for the Gearing asset group.

We identified management’s test of the Company’s Gearing asset group for impairment as a critical audit matter due to the significant assumptions used by management in determining the expected future undiscounted cash flows of the asset group, including management’s estimates of future revenue growth rates and operating margins.

Auditing management’s assumptions involved a high degree of auditor judgement and increased audit effort due to the impact these assumptions could have on the accounting conclusion.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to management’s test of the Company’s Gearing asset group for impairment included the following, among others:

We evaluated the reasonableness of management’s forecasted future revenue growth rates and operating margins for the Gearing asset group by comparing management’s projections to historical results, industry expectations, and committed purchase orders from customers.

We tested the mathematical accuracy of the Company’s calculation of the undiscounted cash flows.

We tested the completeness and accuracy of the historical source data by agreeing it to the underlying support.

We compared projections made by management in a prior year to subsequent year results.

/s/ RSM US LLP

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Customer deposits

18,037 16,500

Total current liabilities

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16,133 21,189

OPERATING EXPENSES:

OPERATING EXPENSES (INCOME):

Selling, general and administrative

15,021 16,303

Gain on sale of Manitowoc industrial fabrication operations

Intangible amortization

Total operating expenses

16,964 21,369

Total operating expense, net

Operating income

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Paid-in Capital

BALANCE, December 31, 2022

BALANCE, As of December 31, 2023

21,840,301 $ 22 ( 273,937 ) $ ( 1,842 ) $ 399,336 $ ( 341,497 ) $ 56,019

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$ 5,242 $ 1,152

Adjustments to reconcile net cash provided by (used in) provided by operating activities:

Adjustments to reconcile net cash (used in) provided by provided by operating activities:

Depreciation and amortization expense

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Common stock issued under defined contribution 401(k) plan

(Gain) loss on disposal of assets

Gain on sale of assets

( 8,202 ) ( 114 )

Changes in operating assets and liabilities:

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AMP credit receivable

4,518 ( 7,051 )

Contract assets

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Other non-current assets and liabilities

Net cash provided by (used in) operating activities

Net cash (used in) provided by operating activities

( 15,385 ) 13,806

2 unchanged sentences

( 3,630 ) ( 3,618 )

Proceeds from disposals of property and equipment

Net cash used in investing activities

Net proceeds from sale of Manitowoc industrial fabrication operations

Net proceeds from disposals of property and equipment

Net cash provided by (used in) investing activities

8,892 ( 3,459 )

CASH FLOWS FROM FINANCING ACTIVITIES:

(Payments on) proceeds from line of credit, net

Proceeds from (payments on) line of credit, net

3,901 ( 4,637 )

Payments for deferred financing costs

( 20 ) ( 48 )

Proceeds from long-term debt

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( 256 ) ( 130 )

Net cash (used in) provided by financing activities

Net cash used in financing activities

( 772 ) ( 3,725 )

NET INCREASE (DECREASE) IN CASH

NET (DECREASE) INCREASE IN CASH

( 7,265 ) 6,622

8 unchanged sentences

Equipment additions via finance lease

$ 1,376 $ 719

Non-cash purchases of property and equipment

Settlement of incentive compensation liability with stock

The accompanying notes are an integral part of these consolidated financial statements.

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Broadwind, Inc.

(the “Company”) is a precision manufacturer of structures, equipment and components for clean tech and other specialized applications.

(the “Company”) is a precision manufacturer of structures, equipment and components for power generation, critical infrastructure, and other specialized applications.

The Company provides 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.”).

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wind energy industry, the Company provides products primarily to turbine manufacturers.

The Company also provides precision gearing and heavy fabrications to a broad range of industrial customers for oil and gas (“O&G”), mining, steel and other industrial applications, in addition to supplying components for natural gas turbines.

The Company also provides precision gearing and heavy fabrications to a broad range of industrial customers for oil and gas (“O&G”), power generation, mining, steel and other industrial applications, in addition to supplying components for natural gas turbines.

The Company has three reportable operating segments:

1 unchanged sentence

Heavy Fabrications

The Company provides large, complex and precision fabrications to customers in a broad range of industrial markets.

The Company provides large, complex and precision fabrications to customers;

historically in a broad range of industrial markets.

The Company’s most significant presence is within the U.S.

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

wind energy industry.

Within the U.S.

wind energy industry, the Company provides steel towers and adapters primarily to wind turbine manufacturers.

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).

The Company has expanded its production capabilities and leveraged 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, O&G and other infrastructure markets.

The Company has designed and manufactures a mobile, modular pressure reducing system for the compressed natural gas virtual pipeline market.

The Company manufactures components for buckets, shovels, car bodies, drill masts and other products that support mining and construction markets.

In other industrial markets, the Company provides crane components, pressure vessels, frames and other structures.

wind energy industry where the Company provides steel towers and repowering adapters primarily to wind turbine manufacturers.

The Company streamlined its operations within this segment during the year ended December 31, 2025, selling its industrial fabrication operations in Manitowoc, Wisconsin and consolidating its remaining segment operations to the Company’s 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).

The Company’s Heavy Fabrications operations also manufacture a proprietary mobile, modular pressure reducing system (“PRS”) for the compressed natural gas virtual pipeline market.

BROADWIND, INC.

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The Company provides 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.

The Company has 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.

The Company provides gearbox repair services and has manufactured loose gearing, gearboxes and systems, and provided heat treat services for aftermarket and Original Equipment Manufacturers (“OEM”) applications for a century.

The Company uses an integrated manufacturing process, which includes machining and finishing processes in addition to gearbox repair in Cicero, Illinois, and heat treatment and gearbox repair in Neville Island, Pennsylvania.

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

The Company has recently expanded into the U.S.

The Company supports 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.

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As of December 31, 2025 , cash totaled $ 456 .

The Company had the ability to borrow up to $ 24,901 under the 2022 Credit Facility as of December 31, 2024 .

The Company had the ability to borrow an additional $ 24,456 under the 2022 Credit Facility as of December 31, 2025 .

The Company also utilizes supply chain financing arrangements as a component of its funding for working capital, which accelerates receivable collections and helps to better manage cash flow.

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The Company's outstanding debt includes $ 4,982 outstanding from the senior secured term loan under the 2022 Credit Facility.

The Company had no amounts drawn on the senior secured revolving credit facility as of December 31, 2024 .

The Company had $ 3,901 drawn on the senior secured revolving credit facility as of December 31, 2025 .

The Company also has outstanding notes payable for capital expenditures in the amount of $ 1,247 and $ 1,618 as of December 31, 2025 and 2024 , respectively, with $ 396 and $ 371 included in the “Line of credit and current maturities of long-term debt” line item of the Company’s consolidated financial statements as of December 31, 2025 and 2024 , respectively.

On September 22, 2023, the Company filed a shelf registration statement on Form S- 3, which was declared effective by the Securities and Exchange Commission (the “SEC”) on October 12, 2023 ( the “Form S- 3” ), replacing a prior shelf registration statement which expired on October 12, 2023.

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Any additional shares offered and sold under the Sales Agreement are to be issued pursuant to the Form S- 3 and a 424 (b) prospectus supplement.

In January 2023, the Company announced that it had entered into a supply agreement for wind tower purchases valued at approximately $ 175 million with a leading global wind turbine manufacturer.

Under the terms of the supply agreement, order fulfillment is to occur beginning in 2023 through year-end 2024.

In early November 2023, the parties jointly agreed to shift approximately half of the contracted tower section orders initially planned for 2024 into 2025, while maintaining the total number of tower sections stipulated under the supply agreement.

The Company anticipates that current cash resources, amounts available under the 2022 Credit Facility, sales of shares under the Sales Agreement, cash to be generated from operations and equipment financing, any potential proceeds from the sale of further Company securities under the Form S- 3, and proceeds from sales of AMP credits will be adequate to meet the Company’s liquidity needs for at least the next twelve months.

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The Company accounts for government assistance that is not subject to the scope of Accounting Standards Codification 740 using a grant accounting model, by analogy to International Accounting Standards 20, Accounting for Government Grants and Disclosure of Government Assistance, and recognizes such grants when it has reasonable assurance that it will comply with the grant’s conditions and that the grant will be received.

The Company has not elected to early adopt the provisions of Accounting Standards Update 2025 - 10, which is discussed in Note 5 “Recent Accounting Pronouncements” of these consolidated financial statements.

Income-based grants are initially recognized as “AMP credit receivable” and as a reduction to cost of sales.

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Property or equipment sold or disposed of is removed from the respective property accounts, with any corresponding gains and losses recorded within the operating results of the Company’s consolidated statement of operations.

The Company reviews property and equipment and other long-lived assets (“long-lived assets”) for impairment whenever events or circumstances indicate that carrying amounts may not be recoverable.

The Company reviews property and equipment and other long-lived assets (“long-lived assets”) for impairment whenever events or circumstances indicate that carrying amounts may not be recoverable at the segment level.

Asset recoverability is first measured by comparing the assets’ carrying amounts to their expected future undiscounted net cash flows to determine if the assets are impaired.

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(in thousands, except share and per share data)

Warranty Liability

The Company provides warranty terms that generally range from one to five years for various products and services relating to workmanship and materials supplied by the Company.

In certain contracts, the Company has recourse provisions for items that would enable the Company to pursue recovery from third parties for amounts paid to customers under warranty provisions.

Warranty liability is recorded in accrued liabilities within the consolidated balance sheet.

The Company estimates the warranty accrual based on various factors, including historical warranty costs, current trends, product mix and sales.

The changes in the carrying amount of the Company’s total product warranty liability for the years ended December 31, 2024 and 2023 were as follows:

As of December 31,

Balance, beginning of period

Increase of warranty reserve

Warranty claims

Other adjustments

( 163 ) ( 14 )

Balance, end of period

The Company accounts for income taxes based upon an asset and liability approach.

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(in thousands, except share and per share data)

SALE OF MANITOWOC INDUSTRIAL FABRICATION OPERATIONS

On June 4, 2025, the Company (the “Seller”) entered into a definitive agreement (the “Manitowoc Purchase Agreement”) with Wisconsin Heavy Fabrication, LLC (the “Buyer”) to sell certain assets used in its industrial fabrication operations in Manitowoc, Wisconsin including specified contracts, equipment, machinery and other personal property, and permits.

The sale, which was a taxable event, was completed on September 8, 2025 for a purchase price of $ 13,500 before the payment of transaction expenses in the form of cash and the assumption by the Buyer of certain liabilities of the Seller.

During the year ended December 31, 2025, the Company recorded a gain on the sale of $ 8,200 , which is included in the “Gain on sale of Manitowoc industrial fabrication operations” line item in the Company’s consolidated statement of operations.

The Manitowoc operating results are included within the Heavy Fabrications segment and did not qualify for presentation as a discontinued operation as it was not considered a strategic shift in segment operations.

The Company completed this sale in furtherance of its strategic objective to improve the Company’s manufacturing capacity utilization across its operations and reduce operating costs.

RECENT ACCOUNTING PRONOUNCEMENTS

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Improvements to Income Tax Disclosures,” which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction.

This guidance will be effective for the annual periods beginning the year ended December 31, 2025.

The Company does not expect the adoption of this guidance to have a material impact on the Company's consolidated financial statements.

This guidance is effective for the annual periods beginning the year ended December 31, 2025.

The Company adopted this guidance for the year ended December 31, 2025.

Refer to Note 15 “Income Taxes” of these consolidated financial statements for the additional disclosures.

In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update No.

3 unchanged sentences

The Company is currently evaluating the impact that the updated guidance will have on its consolidated financial statements.

In September 2025, the Financial Accounting Standards Board issued Accounting Standards Update No.

2025 - 06 “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350 - 40 ):

Targeted Improvements to the Accounting for Internal-Use Software,” which modifies guidance on internal-use software costs to reflect current development practices and improve operability.

The standard eliminates the project stages model and replaces with a principles based recognition threshold.

This guidance is effective for annual periods beginning after December 15, 2027.

The Company is currently evaluating the impact that the updated guidance will have on its consolidated financial statements.

In December 2025, the Financial Accounting Standards Board issued Accounting Standards Update No.

2025 - 10, “Government Grants (Topic 832 ):

Accounting for Government Grants Received by Business Entities,” which provides guidance on the recognition, measurement and presentation of government grants.

This guidance will be effective for annual periods beginning after December 15, 2028.

The Company is currently evaluating the impact that the updated guidance will have on its consolidated financial statements.

ALLOWANCE FOR CREDIT LOSSES

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Balance at beginning of period

Bad debt expense

Credit loss expense

Other adjustments

8 unchanged sentences

44,292 42,113

( 2,284 ) ( 2,163 )

Net inventories

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beginning in 2023 through 2032.

The One Big Beautiful Bill Act (the “OBBBA”), enacted on July 4, 2025, eliminates the credit for components produced and sold after 2027.

Wind towers within the Company’s Heavy Fabrications segment are eligible for credits of $ 0.03 per watt for each wind tower produced.

3 unchanged sentences

The assets related to the AMP credits are recognized as current assets in the “AMP credit receivable” line item in the Company's consolidated balance sheets as of December 31, 2025 and 2024.

On December 21, 2023, the Company entered into an agreement to sell 2023 and 2024 AMP credits to a third party.

At that time, the Company sold a portion of the gross 2023 credits in the amount of $ 6,952 and recognized a 6.5 % discount on the sale in the amount of $ 452 which was recognized in cost of sales.

In addition, the Company wrote down the remaining receivable of $ 7,541 to net realizable value and recorded the expected loss on sale of $ 490 in cost of sales.

The remaining 2023 AMP credit receivable was collected during the first quarter of 2024.

The Company also incurred other miscellaneous administrative costs related to selling the credits in the amount of $ 254 , $ 197 of which has been recorded as cost of sales, with the remaining capitalized and included in the “Prepaid expenses and other current assets” line item of the Company's consolidated financial statements at December 31, 2023.

The OBBBA also introduced new restrictions on foreign supply chains and foreign owners or investors in tax-credit-supported facilities, referred to as “Prohibited Foreign Entity” or “PFE” restrictions.

Taxpayers cannot claim AMP credits in taxable years beginning after enactment of the OBBBA if they are prohibited foreign entities (which are generally entities that are formed in or controlled by covered nations, including China, Russia, Iran, and North Korea, as well as entities determined to be under effective control as a result of contracts entered into with such entities).

AMP credits are also disallowed in taxable years beginning after enactment of the OBBBA for eligible components that receive material assistance from a PFE.

These restrictions generally took effect on January 1, 2026, and the Treasury Department is required to issue final regulations implementing them by December 31, 2026.

On February 12, 2026, the Treasury Department released interim guidance that further clarified methods for calculating material assistance and included a request for comments by March 30.

The Company cannot predict with certainty what the final guidance, or any other future guidance, will provide, or how it will impact the potential impact for the Company's AMP credits claimed in 2026 and future years.

During 2025, the Company recognized gross AMP credits totaling $ 13,059 and recognized a 6.5 % discount on the credits totaling $ 849 , which was recognized in cost of sales.

The Company also incurred other miscellaneous administrative costs related to the credits in the amount of $ 98 , which have been recorded as cost of sales.

Additionally, costs totaling $ 7 are included in the “Prepaid expenses and other current assets” line item of the Company’s consolidated financial statements at December 31, 2025.

During 2024, the Company recognized gross AMP credits totaling $ 9,588 and recognized a 6.5 % discount on the credits totaling $ 623 , which was recognized in cost of sales.

The Company also incurred other miscellaneous administrative costs related to the credits in the amount of $ 146 , which have been recorded as cost of sales.

LONG-LIVED ASSETS

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As of December 31, 2025 , the Company had commitments of $ 836 related to the completion of projects within construction in progress.

During the years ended December 31, 2024 and 2023, the Company did not identify any impairment triggering events within its segments.

As a result, no impairment charges were recorded for the years ended December 31, 2024 and 2023.

On September 30, 2025, the Company identified a triggering event associated with operating losses within the Gearing segment during the nine months ended September 30, 2025.

The Company relied upon an undiscounted cash flow analysis and concluded that no impairment to this asset group was indicated as of September 30, 2025.

No impairment charges were recorded for the year ended December 31, 2025.

During the year ended December 31, 2024, the Company did not identify any impairment triggering events within its segments.

As a result, no impairment charges were recorded for the year ended December 31, 2024.

BROADWIND, INC.

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Intangible assets:

Noncompete agreements

$ 170 $ ( 170 ) $ — $ — — $ 170 $ ( 170 ) $ — $ — —

Customer relationships

6 unchanged sentences

Intangible assets are amortized on a straight-line basis over their estimated useful lives, with a remaining life range from 0 to 2 years.

Amortization expense was $ 661 and $ 664 for the years ended December 31, 2024 and 2023 , respectively.

Amortization expense was $ 661 for the years ended December 31, 2025 and 2024 .

As of December 31, 2025 , estimated future amortization expense is as follows:

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Net deferred financing costs at December 31, 2024 were $ 269 , which is net of accumulated amortization of $ 251 .

These costs are included in the “Other assets” line item of the Company's consolidated financial statements at December 31, 2024 and December 31, 2023 .

The deferred financing costs are straight-lined over the loan term and are included in the “Other assets” line item of the Company's consolidated financial statements at December 31, 2025 and December 31, 2024 .

BROADWIND, INC.

8 unchanged sentences

Proceeds from the increased amount of the term loan were used to repay the Company’s indebtedness under its existing revolving line of credit with Wells Fargo and related fees and expenses, thereby allowing for increased availability under the existing revolving line of credit.

On September 22, 2025, the Company executed Amendment No.

3 to Credit Agreement which reduced the monthly principal repayment amount payable by the Company from $ 90 for each monthly period from January 1, 2025 through and including September 1, 2025 to $ 62 for each monthly period after October 1, 2025 with the last installment being in the amount of the entire unpaid balance of the term loan.

On February 4, 2026, the Company executed Amendment No.

4 to the Credit Agreement which (i) amended the period for measuring the Fixed Charge Coverage Ratio (as defined in the 2022 Credit Agreement) requirement that previously referred to each twelve month period ending January 31, 2025 through December 31, 2025 to apply instead to the each twelve month period ending January 31, 2025 through October 31, 2025, ( ii) added a new period for measuring the Fixed Charge Coverage Ratio requirement for the twelve month period ending November 30, 2025, in the range of 0.75 to 1.0 (iii) amended the Fixed Charge Coverage Ratio requirement for the period from January 31, 2026 through December 31, 2026 from the range of 1.1 to 1.0 to 0.75 to 1.0 , and (iv) excludes certain designated capital expenditures from the definition of Unfinanced Capital Expenditures (as defined in the 2022 Credit Agreement) which amounts are then subtracted from EBITDA in the calculation of the Fixed Charge Coverage Ratio.

The 2022 Credit Agreement, as amended, contains customary covenants limiting the Company’s and its subsidiaries’ ability to, among other things, incur liens, make investments, incur indebtedness, merge or consolidate with others or dispose of assets, change the nature of its business, and enter into transactions with affiliates.

2 unchanged sentences

As of December 31, 2025 , there was $ 8,883 of outstanding indebtedness under the 2022 Credit Facility, with the ability to borrow an additional $ 24,456 .

As of December 31, 2024 , the Company was in compliance with all financial covenants under the 2022 Credit Facility.

As of December 31, 2025 , the effective interest rate of the senior secured revolving credit facility was 5.77 % and the effective rate of the senior secured term loan was 6.27 %.

As of December 31, 2024 , the effective interest rate of the senior secured revolving credit facility was 6.71 % and the effective rate of the senior secured term loan was 6.96 %.

Prior to entering into Amendment No.

3 to Credit Agreement described above, the Company used a portion of the proceeds from the sale of its industrial fabrication operations in Manitowoc, Wisconsin, described in Note 4 “Sale of Manitowoc Industrial Fabrication Operations”, to make a mandatory repayment of $ 1,600 on the outstanding senior secured term loan.

The Company has outstanding notes payable for capital expenditures in the amount of $ 1,247 and $ 1,618 as of December 31, 2025 and 2024 , respectively, with $ 396 and $ 371 included in the “Line of credit and current maturities of long-term debt” line item of the Company’s consolidated financial statements as of December 31, 2025 and 2024 , respectively.

59 unchanged sentences

Amortization associated with new right-of-use assets obtained in exchange for new operating lease liabilities is $ 13 and $ 4 for the years ended December 31, 2025 and 2024 , respectively.

During 2025, the Company executed a lease amendment that extended the term of the Gearing facility lease and reduced the amount of square footage leased.

These lease provisions are effective December 1, 2026.

As of December 31, 2025 , future minimum lease payments under finance leases and operating leases were as follows:

46 unchanged sentences

When the damages are determined to be probable and estimable, the damages are recorded as a reduction to revenue.

There was no reserve for liquidated damages at December 31, 2024 .

The reserve for liquidated damages as of December 31, 2023 was insignificant.

There was no reserve for liquidated damages at December 31, 2025 and 2024.

Workers’ Compensation Reserves

16 unchanged sentences

During November 2022, the Company negotiated a four -year collective bargaining agreement with the Neville Island union and it is expected to remain in effect through October 2026.

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

On March 6, 2026, the Company 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.

FAIR VALUE MEASUREMENTS

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Total provision for income taxes

During the year ended December 31, 2024 , the Company recorded an expense for income taxes of $ 74 , compared to an expense for income taxes of $ 241 during the year ended December 31, 2023 .

On August 16, 2022, Congress enacted the Inflation Reduction Act which includes AMP credits for manufacturers of eligible components, including wind and solar components produced and sold in the US from 2023 through 2032.

The OBBBA, enacted on July 4, 2025, eliminates the credit for components produced and sold after 2027.

These credits will have no impact on income tax expense.

The total change in the deferred tax valuation allowance was $ 1,278 and $ 1,957 for the years ended December 31, 2024 and 2023 , respectively.

The changes in the deferred tax valuation allowance in 2024 and 2023 were primarily the result of increases to the deferred tax assets pertaining to federal and state NOLs.

The changes in the deferred tax valuation allowances in 2025 and 2024 were primarily the result of increases to the deferred tax assets pertaining to federal and state NOLs.

Management believes that significant uncertainty exists surrounding the recoverability of deferred tax assets.

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(in thousands, except share and per share data)

As disclosed in Note 5, “Recent Accounting Pronouncements”, the Company has prospectively adopted the guidance in Accounting Standards Update No.

2023 - 09, “Income Taxes (Topic 740 ):

Improvements to Income Tax Disclosures”.

The following table is a reconciliation of the Company’s effective income tax rate to the statutory income tax rate for the year ended December 31, 2025 in accordance with the guidance in Accounting Standards Update No.

For the Year Ended

Statutory U.S.

federal income tax rate

$ 1,158 21.0 %

State and local income taxes, net of federal effect (a)

Changes in valuation allowance

Nontaxable or nondeductible items

( 2,543 ) ( 46.2 )

Other adjustments

( 166 ) ( 3.0 )

Effective income tax rate

(a) For the year ended December 31, 2025, taxes were primarily incurred in Texas and North Carolina.

The following table is a reconciliation of the Company’s effective income tax rate to the statutory income tax rate for the year ended December 31, 2024 in accordance with the guidance prior to the adoption of Accounting Standards Update No.

For the Year Ended

Statutory U.S.

federal income tax rate

State and local income taxes, net of federal income tax benefit

Other permanent differences

Change in valuation allowance

Other deferred adjustment

Effective income tax rate

Cash paid for income taxes, net of refunds, for the year ended December 31, 2024 was $192.

Cash paid for income taxes, net of refunds, for the year ended December 31, 2025 is as follows:

For the Year Ended

North Carolina

The tax effects of the temporary differences and NOLs that give rise to significant portions of deferred tax assets and liabilities are as follows:

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Net deferred income tax asset

Valuation allowances of $ 77,794 and $ 76,516 have been provided for deferred income tax assets for which realization is uncertain as of December 31, 2024 and 2023 , respectively.

A reconciliation of the beginning and ending amounts of the valuation is as follows:

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NOLs generated after January 1, 2018 will not expire.

The reconciliation between the statutory U.S.

federal income tax rate and the Company’s effective income tax rate is as follows:

For the Year Ended

Statutory U.S.

federal income tax rate

21.0 % 21.0 %

State and local income taxes, net of federal income tax benefit

Other permanent differences

Change in valuation allowance

Other deferred adjustment

( 151.2 ) ( 35.2 )

Effective income tax rate

BROADWIND, INC.

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On February 3, 2025, the Board approved an amendment which included an extension of the Rights Plan for an additional three years.

The amendment is subject to approval by the Company’s stockholders at the Company’s 2025 Annual Meeting of Stockholders.

The amendment was approved by the Company’s stockholders at the Company’s 2025 Annual Meeting of Stockholders.

The Rights Plan is intended to act as a deterrent to any person or group, together with its affiliates and associates, being or becoming the beneficial owner of 4.9 % or more of the Company’s common stock and thereby triggering a further limitation of the Company’s available NOL carryforwards.

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The Company expects to satisfy the future distribution of shares of restricted stock by issuing new shares of common stock.

On September 10, 2025, the Company’s Board authorized a program to repurchase up to $ 3,000 of the Company’s outstanding common stock.

The share repurchase program does not obligate the Company to acquire any specific number of shares.

The common stock may be acquired in the open market at prices subject to certain pricing guidelines determined by management.

The Company has no obligation to repurchase shares and it may discontinue purchases at any time that it determines additional purchases are not warranted.

As of December 31, 2025, $ 3,000 remains available for repurchase and there were no stock repurchases during the years ended December 31, 2025 or 2024.

SEGMENT REPORTING

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Heavy Fabrications

The Company provides large, complex and precision fabrications to customers in a broad range of industrial markets.

The Company provides large, complex and precision fabrications to customers;

historically in a broad range of industrial markets.

The Company’s most significant presence is within the U.S.

wind energy industry.

Within the U.S.

wind energy industry, the Company provides steel towers and adapters primarily to wind turbine manufacturers.

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 Company has expanded its production capabilities and leveraged manufacturing competencies, including welding, lifting capacity and stringent quality practices, into aftermarket and OEM components utilized in surface and underground mining, construction, material handling, O&G and other infrastructure markets.

The Company has designed and manufactures a mobile, modular pressure reducing system for the compressed natural gas virtual pipeline market.

The Company manufactures components for buckets, shovels, car bodies, drill masts and other products that support mining and construction markets.

In other industrial markets, the Company provides crane components, pressure vessels, frames and other structures.

wind energy industry where the Company provides steel towers and repowering adapters primarily to wind turbine manufacturers.

The Company’s Heavy Fabrications operations also manufacture a proprietary mobile, modular pressure reducing system (“PRS”) for the compressed natural gas virtual pipeline market.

The Company provides 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 oil and gas fracking and drilling, marine, defense, and other industrial markets.

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

The Company has manufactured loose gearing, gearboxes and systems, and provided heat treat services for aftermarket and OEM applications for a century.

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

The Company has recently expanded into the U.S.

The Company supports 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.

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During 2025 , one customer accounted for more than 10% of total net revenues.

The customer, reported within the Heavy Fabrications segment, accounted for revenues of $ 71,607 .

The customer, reported within the Heavy Fabrications segment and Industrial Solutions segment, accounted for revenues of $ 100,559 .

During 2024 , one customer accounted for more than 10% of total net revenues.

The customer, reported within the Heavy Fabrications segment, accounted for revenues of $ 107,555 .

The customer, reported within the Heavy Fabrications and Industrial Solutions segment, accounted for revenues of $ 71,607 .

BROADWIND, INC.

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Changes in the fair value of the plan liability are recorded as charges or credits to compensation expense.

Compensation income (expense) associated with the deferred compensation plan recorded during the years ended December 31, 2024 and 2023 was $ 7 and ($ 8 ).

Compensation (expense) income associated with the deferred compensation plan recorded during the years ended December 31, 2025 and 2024 was ($ 8 ) and $ 7 .

The fair value of the plan liability to the Company is included in accrued liabilities in the Company’s consolidated balance sheets.

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In addition to the employee benefit plans described above, the Company participates in certain customary employee benefits plans, including those which provide health and life insurance benefits to employees.

CAPITALIZATION

At the Special Meeting of Stockholders held on October 23, 2024, the Company’s stockholders approved the ratification of the approval by the Company’s stockholders, filing and effectiveness of the certificate of amendment to the Company’s Certificate of Incorporation filed with the Secretary of State of the State of Delaware on May 16, 2024, and the increase in the number of authorized shares of the Company’s common stock, par value $ 0.001 per share, from 30,000,000 to 45,000,000 , effected thereby, as more particularly described in the Company’s definitive proxy statement filed with the SEC on August 30, 2024.

SUBSEQUENT EVENTS

On January 28, 2025, Broadwind Heavy Fabrications, Inc.

(“BHF”), a wholly owned subsidiary of the Company entered into a Tax Credit Transfer Agreement with MarketAxess Holdings Inc.

(the “Purchaser”), pursuant to which, for each of 2025 and 2026, BHF agreed to sell to the Purchaser up to $ 15,000 and $ 20,000 respectively, of AMP Credits.

The Purchaser will pay for the AMP Credits on a quarterly basis for AMP Credits generated in the immediately-preceding calendar quarter.

The AMP Credits will be sold at a purchase price of $ 0.935 per $1.00 of AMP Credits.

INDEX TO EXHIBITS

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Fourth Amendment to Section 382 Rights Agreement dated as of February 4, 2025 between the Company and Equiniti Trust Company, as rights agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed February 6, 2025

Description of Securities (incorporated by reference to Exhibit 4.5 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019)

Lease Agreement dated December 26, 2007 between Tower Tech Systems Inc.

and City Centre, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007)

Amended and Restated Lease for Industrial/Manufacturing Space dated as of May 1, 2010 between Tower Tech Systems Inc.

and City Centre, LLC (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010)

Description of Securities (filed herewith)

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010)

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(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed January 30, 2025)

Insider Trading Policy (filed herewith)

Asset Purchase Agreement, dated as of June 4, 2025, by and between Broadwind Heavy Fabrications, Inc.

and Wisconsin Heavy Fabrication, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025)

Sublease Agreement, dated as of June 4, 2025, by and between Wisconsin Heavy Fabrication, LLC and Broadwind Heavy Fabrications, Inc.

(incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025)

First Amendment to Asset Purchase Agreement, dated as of August 21, 2025, by and between Broadwind Heavy Fabrications, Inc.

and Wisconsin Heavy Fabrication, LLC (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed September 10, 2025)

Amendment No.

3 to Credit Agreement, dated as of September 22, 2025, by and among Broadwind, Inc., Brad Foote Gear Works, Inc., Broadwind Industrial Solutions, LLC, Broadwind Heavy Fabrications, Inc., 5100 Neville Road, LLC and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 23, 2025)

Amendment No.

4 to Credit Agreement, dated as of February 4, 2026, by and among Broadwind, Inc., Brad Foote Gear Works, Inc., Broadwind Industrial Solutions, LLC, Broadwind Heavy Fabrications, Inc., 5100 Neville Road, LLC and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 5, 2026)

Insider Trading Policy (incorporated by reference to Exhibit 19 to the Company’s Annual Report on Form 10-K for the annual period ended December 31, 2024)

Subsidiaries of the Registrant (filed herewith)

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Indicates management contract or compensation plan or arrangement.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the fifth

day of March, 2026.

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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-K

Item 9A. Controls and Procedures