BROADWIND, INC. 10-Q

bwen20260630_10q.htm Table of Contents ​ ​ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ​ FORM 10-Q ​ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ​ For the quarterly period ended June 30, 2026 ​ OR ​ ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ​ For the transition period from to ​ Commission file number 001-34278 ​​ ​ BROADWIND, INC. (Exact name of registrant as specified in its charter) ​ Delaware ​ 88-0409160 (State or other jurisdiction of incorporation or organization) ​ (I.R.S. Employer Identification No.) ​ 3240 S. Central Avenue , Cicero , IL 60804 (Address of principal executive offices) ​ ( 708 ) 780-4800 (Registrant’s telephone number, including area code) ​ Not applicable (Former name, former address and former fiscal year, if changed since last report) ​ Securities registered pursuant to Section 12(b) of the Act: ​ Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, $0.001 par value BWEN The NASDAQ Capital Market ​ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ ​ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding twelve months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ ​ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act: ​ Large accelerated filer ☐ ​ Accelerated filer ☐ ​ ​ ​ Non-accelerated filer ☒ ​ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period to comply with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ​ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ ​ Number of shares of registrant’s common stock, par value $0.001, outstanding as of August 4, 2026: 23,657,373 . ​ ​ Table of Contents BROADWIND, INC. AND SUBSIDIARIES INDEX ​ ​ Page No. ​ ​ ​ PART I. FINANCIAL INFORMATION ​ ​ ​ Item 1. Unaudited Financial Statements 1 ​ Condensed Consolidated Balance Sheets 1 ​ Condensed Consolidated Statements of Operations 2 ​ Condensed Consolidated Statements of Stockholders’ Equity 3 ​ Condensed Consolidated Statements of Cash Flows 4 ​ Notes to Condensed Consolidated Financial Statements 5 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 17 Item 3. Quantitative and Qualitative Disclosures About Market Risk 25 Item 4. Controls and Procedures 25 PART II. OTHER INFORMATION Item 1. Legal Proceedings 26 Item 1A. Risk Factors 26 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 26 Item 3. Defaults Upon Senior Securities 26 Item 4. Mine Safety Disclosures 26 Item 5. Other Information 26 Item 6. Exhibits 26 Signatures ​ 28 ​ Table of Contents PART I. FINANCIAL INFORMATION Item 1. Financial Statements BROADWIND, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (in thousands, except share and per share data) June 30, December 31, 2026 2025 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 17,043 $ 457 Accounts receivable, net 16,991 11,198 Inventories 28,204 28,147 Prepaid expenses and other current assets 1,599 2,060 Current assets - discontinued operations 13,147 22,405 Total current assets 76,984 64,267 LONG-TERM ASSETS: Property and equipment, net 20,140 18,069 Operating lease right-of-use assets 14,133 11,892 Intangible assets, net 519 741 Other assets 397 441 Long-term assets - discontinued operations — 21,395 TOTAL ASSETS $ 112,173 $ 116,805 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Line of credit and current maturities of long-term debt $ 781 $ 4,682 Current portion of finance lease obligations 1,093 1,114 Current portion of operating lease obligations 1,876 2,306 Accounts payable 11,087 7,727 Accrued liabilities 3,249 1,768 Customer deposits 1,201 1,144 Current liabilities - discontinued operations 8,990 12,943 Total current liabilities 28,277 31,684 LONG-TERM LIABILITIES: Long-term debt, net of current maturities 2,522 4,331 Long-term finance lease obligations, net of current portion 1,937 2,482 Long-term operating lease obligations, net of current portion 13,629 11,252 Other — 4 Long-term liabilities - discontinued operations — 763 Total long-term liabilities 18,088 18,832 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS’ EQUITY: Preferred stock, $ 0.001 par value; 10,000,000 shares authorized; no shares issued or outstanding — — Common stock, $ 0.001 par value; 45,000,000 shares authorized; 23,931,310 and 23,584,677 shares issued as of June 30, 2026, and December 31, 2025, respectively 24 24 Treasury stock, at cost, 273,937 shares as of June 30, 2026 and December 31, 2025 ( 1,842 ) ( 1,842 ) Additional paid-in capital 403,863 403,210 Accumulated deficit ( 336,237 ) ( 335,103 ) Total stockholders’ equity 65,808 66,289 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 112,173 $ 116,805 The accompanying notes are an integral part of these condensed consolidated financial statements. 1 Table of Contents BROADWIND, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (in thousands, except per share data) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Revenues $ 24,303 $ 14,520 $ 42,249 $ 29,392 Cost of sales 20,507 13,516 35,732 26,964 Gross profit 3,796 1,004 6,517 2,428 OPERATING EXPENSES: Selling, general and administrative 3,943 3,219 7,624 6,320 Intangible amortization 100 166 222 331 Total operating expense, net 4,043 3,385 7,846 6,651 Operating loss ( 247 ) ( 2,381 ) ( 1,329 ) ( 4,223 ) OTHER EXPENSE, net: Interest expense, net ( 418 ) ( 591 ) ( 880 ) ( 976 ) Other, net 5 ( 8 ) 4 ( 10 ) Total other expense, net ( 413 ) ( 599 ) ( 876 ) ( 986 ) Net loss before provision for income taxes ( 660 ) ( 2,980 ) ( 2,205 ) ( 5,209 ) Provision for income taxes 24 2 76 17 LOSS FROM CONTINUING OPERATIONS ( 684 ) ( 2,982 ) ( 2,281 ) ( 5,226 ) INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX 45 1,993 1,147 3,867 NET LOSS $ ( 639 ) $ ( 989 ) $ ( 1,134 ) $ ( 1,359 ) NET (LOSS) INCOME PER COMMON SHARE—BASIC AND DILUTED: Loss from continuing operations $ ( 0.03 ) $ ( 0.13 ) $ ( 0.10 ) $ ( 0.23 ) Income from discontinued operations 0.00 0.09 0.05 0.17 Net loss $ ( 0.03 ) $ ( 0.04 ) $ ( 0.05 ) $ ( 0.06 ) WEIGHTED AVERAGE COMMON SHARES OUTSTANDING—BASIC AND DILUTED 23,494 22,773 23,416 22,568 The accompanying notes are an integral part of these condensed consolidated financial statements. 2 Table of Contents BROADWIND, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED) (in thousands, except share data) Common Stock Treasury Stock Additional Shares Issued Issued Paid-in Accumulated Issued Amount Shares Amount Capital Deficit Total BALANCE, December 31, 2024 22,593,589 $ 23 ( 273,937 ) $ ( 1,842 ) $ 401,564 $ ( 340,345 ) $ 59,400 Stock issued for restricted stock 268,152 — — — — — — Stock issued under defined contribution 401(k) retirement savings plan 165,189 — — — 286 — 286 Share-based compensation — — — — 189 — 189 Shares withheld for taxes in connection with issuance of restricted stock ( 124,497 ) — — — ( 196 ) — ( 196 ) Net loss — — — — — ( 370 ) ( 370 ) BALANCE, March 31, 2025 22,902,433 $ 23 ( 273,937 ) $ ( 1,842 ) $ 401,843 $ ( 340,715 ) $ 59,309 Stock issued for restricted stock 278,914 — — — — — — Stock issued under defined contribution 401(k) retirement savings plan 178,947 — — — 336 — 336 Share-based compensation — — — — 357 — 357 Shares withheld for taxes in connection with issuance of restricted stock ( 44,893 ) — — — ( 60 ) — ( 60 ) Net income — — — — — ( 989 ) ( 989 ) BALANCE, June 30, 2025 23,315,401 $ 23 ( 273,937 ) $ ( 1,842 ) $ 402,476 $ ( 341,704 ) $ 58,953 BALANCE, December 31, 2025 23,584,677 $ 24 ( 273,937 ) $ ( 1,842 ) $ 403,210 $ ( 335,103 ) $ 66,289 Stock issued for restricted stock — — — — — — — Stock issued under defined contribution 401(k) retirement savings plan 93,376 — — — 225 — 225 Share-based compensation — — — — 158 — 158 Shares withheld for taxes in connection with issuance of restricted stock — — — — — — — Net loss — — — — — ( 495 ) ( 495 ) BALANCE, March 31, 2026 23,678,053 $ 24 ( 273,937 ) $ ( 1,842 ) $ 403,593 $ ( 335,598 ) $ 66,177 Stock issued for restricted stock 264,819 — — — — — — Stock issued under defined contribution 401(k) retirement savings plan 40,972 — — — 185 — 185 Share-based compensation — — — — 294 — 294 Shares withheld for taxes in connection with issuance of restricted stock ( 52,534 ) — — — ( 209 ) — ( 209 ) Net loss — — — — — ( 639 ) ( 639 ) BALANCE, June 30, 2026 23,931,310 $ 24 ( 273,937 ) $ ( 1,842 ) $ 403,863 $ ( 336,237 ) $ 65,808 The accompanying notes are an integral part of these condensed consolidated financial statements.​ 3 Table of Contents BROADWIND, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (in thousands) Six Months Ended June 30, 2026 2025 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 1,134 ) $ ( 1,359 ) Income from discontinued operations 1,147 3,867 Loss from continuing operations ( 2,281 ) ( 5,226 ) Adjustments to reconcile net cash used in operating activities: Depreciation and amortization expense 1,516 1,467 Deferred income taxes 21 ( 9 ) Stock-based compensation 452 546 Allowance for credit losses ( 13 ) ( 16 ) Common stock issued under defined contribution 401(k) plan 410 622 Gain on sale of assets ( 80 ) ( 1 ) Changes in operating assets and liabilities: Accounts receivable ( 5,780 ) ( 345 ) Inventories ( 57 ) ( 1,558 ) Prepaid expenses and other current assets 514 464 Accounts payable 3,168 1,867 Accrued liabilities 1,481 ( 44 ) Customer deposits 57 ( 1,288 ) Other non-current assets and liabilities ( 279 ) 5 Net cash used in operating activities ( 871 ) ( 3,516 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment ( 3,232 ) ( 431 ) Net proceeds from disposals of property and equipment 90 1 Net cash used in investing activities ( 3,142 ) ( 430 ) CASH FLOWS FROM FINANCING ACTIVITIES: (Payments on) proceeds from line of credit, net ( 3,881 ) 17,634 Payments on long-term debt ( 1,809 ) ( 561 ) Payments for deferred financing costs ( 20 ) — Payments on finance leases ( 566 ) ( 544 ) Shares withheld for taxes in connection with issuance of restricted stock ( 209 ) ( 256 ) Net cash (used in) provided by financing activities ( 6,485 ) 16,273 CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash provided by (used in) operating cash flows 9,223 ( 16,982 ) Net cash provided by (used in) investing cash flows 17,015 ( 1,685 ) Net cash provided by (used in) financing cash flows 846 ( 343 ) Net cash provided by (used in) discontinued operations (1) 27,084 ( 19,010 ) Add: Cash balance of discontinued operations, beginning of period — ( 2 ) Less: Cash balance of discontinued operations, end of period — ( 342 ) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 16,586 ( 6,343 ) CASH AND CASH EQUIVALENTS beginning of the period 457 7,722 CASH AND CASH EQUIVALENTS end of the period $ 17,043 $ 1,379 (1) Does not include intercompany financing of $4 and $441 for the six months ended June 30, 2026 and 2025, respectively. The accompanying notes are an integral part of these condensed consolidated financial statements. ​ 4 Table of Contents BROADWIND, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Dollars are presented in thousands, except share, per share and per employee data or unless otherwise stated) NOTE 1 — BASIS OF PRESENTATION The unaudited condensed consolidated financial statements presented herein include the accounts of Broadwind, Inc. (the “Company”) and its wholly-owned subsidiaries Broadwind Heavy Fabrications, Inc. (“Broadwind Heavy Fabrications”), Brad Foote Gear Works, Inc. (“Brad Foote”) and Broadwind Industrial Solutions, LLC (“Broadwind Industrial Solutions”). All intercompany transactions and balances have been eliminated. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the instructions to Form 10 -Q and Article 10 of Regulation S- X. Accordingly, the financial statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the twelve months ending December 31, 2026, or any other interim period, which may differ materially due to, among other things, the risk factors set forth in our Annual Report on Form 10 -K for the year ended December 31, 2025 . The December 31, 2025 condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by GAAP. This financial information should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10 -K for the year ended December 31, 2025 . In conjunction with the Abilene sale transaction (as described in Note 4, “Discontinued Operations”), the results of operations of the wind and industrial fabrication operations, including operations historically in Manitowoc, Wisconsin, are now reported as a discontinued operation and the Company has revised its segment presentation to include two reportable operating segments: Gearing and Industrial Solutions. The Company’s discontinued operations exclude the results of pressure reducing system (“PRS”) operations. All current and prior period financial results have been revised to reflect these changes. See Note 17, “Segment Reporting” of these condensed consolidated financial statements for further discussion of reportable segments. There have been no material changes in the Company’s significant accounting policies during the six months ended June 30, 2026 as compared to the significant accounting policies described in the Company’s Annual Report on Form 10 -K for the year ended December 31, 2025 . Company Description Through its subsidiaries, 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.”). The Company’s capabilities include, but are not limited to, the following: welding, coatings, gear cutting and shaping, gearbox manufacturing and repair, heat treatment, precision machining, assembly, engineering and packaging solutions. Liquidity The Company typically meets its short term liquidity needs through cash generated from operations, its available cash balances, the 2022 Credit Facility (as defined below), equipment financing, access to the public and private debt and/or equity markets, and has the option to raise capital from the sale of the Company’s securities under the Company’s registration statement on Form S- 3 (as discussed below), and proceeds from any sales of Advanced Manufacturing Production tax credits (“AMP credits”) (discussed in Note 7 “AMP Credits” of these condensed consolidated financial statements). See Note 10, “Debt and Credit Agreements,” of these condensed consolidated financial statements for a description of the 2022 Credit Facility and the Company’s other debt. Debt and finance lease obligations at June 30, 2026 totaled $ 6,333 , which includes current outstanding debt and finance leases totaling $ 1,874 . The Company’s outstanding debt includes $ 3,194 outstanding from the senior secured term loan under the 2022 Credit Facility. During the six months ended June 30, 2026, the Company borrowed on the revolving line of credit and repaid a portion of such borrowings during the period. The Company had no amounts drawn on the revolving line of credit as of June 30, 2026. The Company’s revolving line of credit balance, if any, is included in the “Line of credit and current maturities of long-term debt” line item in the Company’s condensed consolidated balance sheet. 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. The Form S- 3 will expire on October 12, 2026. This shelf registration statement, which includes a base prospectus, allows the Company to offer any combination of securities described in the prospectus in one or more offerings. Unless otherwise specified in the prospectus supplement accompanying the base prospectus, the Company would use the net proceeds from the sale of any securities offered pursuant to the shelf registration statement for general corporate purposes. On September 12, 2022, the Company entered into a Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC and HC Wainwright & Co., LLC (collectively, the “Agents”). Pursuant to the terms of the Sales Agreement, the Company may sell from time to time through the Agents shares of the Company’s common stock, par value $ 0.001 per share with an aggregate sales price of up to $ 12,000 . The Company will pay a commission to the Agents of 2.75 % of the gross proceeds of the sale of the shares sold under the Sales Agreement and reimburse the Agents for the expenses incident to the performance of their obligations under the Sales Agreement. No shares of the Company’s common stock were issued under the Sales Agreement during the year ended December 31, 2025 or during the six months ended June 30, 2026. As of June 30, 2026, shares of the Company’s common stock having a value of approximately $ 11,667 remained available for issuance under the Sales Agreement. 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. 5 Table of Contents 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. Under these agreements, the Company has agreed to sell certain of its accounts receivable balances to banking institutions who have agreed to advance amounts equal to the net accounts receivable balances due, less a discount as set forth in the respective agreements. The balances under these agreements are accounted for as sales of accounts receivable, as they are sold without recourse. Cash proceeds from these agreements are reflected as operating activities included in the Company’s consolidated statements of cash flows. Fees incurred in connection with the agreements are recorded as interest expense by the Company. During the three and six months ended June 30, 2026, the Company sold account receivables totaling $ 9,207 and $ 16,366 , respectively, related to supply chain financing arrangements, of which customers’ financial institutions applied discount fees totaling $ 207 and $ 363 , respectively. During the three and six months ended June 30, 2025, the Company sold account receivables totaling $ 5,727 and $ 9,757 , respectively, related to supply chain financing arrangements, of which customers’ financial institutions applied discount fees totaling $ 138 and $ 238 , respectively. 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, access to the public and private debt and/or equity markets, and proceeds from sales of AMP credits will be adequate to meet the Company’s liquidity needs for at least the next twelve months. If assumptions regarding the Company’s production, sales and subsequent collections from certain of the Company’s large customers, as well as receipt of customer deposits and revenues generated from new customer orders, are materially inconsistent with management’s expectations, the Company may in the future encounter cash flow and liquidity issues, which could have a material adverse impact on the Company. If the Company’s operational performance deteriorates, the Company may be unable to comply with existing financial covenants, and could lose access to the 2022 Credit Facility. This could limit the Company’s operational flexibility, require a delay in making planned investments and/or require us to seek additional equity or debt financing. Any attempt to raise equity through the public markets could have a negative effect on the Company’s stock price, making an equity raise more difficult or more dilutive. Any additional equity financing or equity-linked financing, if available, will be dilutive to stockholders, and additional debt financing, if available, would likely require new financial covenants or impose other operating and financial restrictions on the Company and could be on less favorable terms than the 2022 Credit Facility. While management believes that the Company will continue to have sufficient cash available to operate its businesses and to meet the Company’s financial obligations and debt covenants, there can be no assurances that the Company’s operations will generate sufficient cash, or that credit facilities or equity or equity-linked financings will be available in an amount sufficient to enable the Company to meet these financial obligations. Management’s Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the reported period. Significant estimates, among others, include inventory reserves, warranty reserves, impairment of long-lived assets, allowance for credit losses, and valuation allowances on deferred taxes. Although these estimates are based upon management’s best knowledge of current events and actions that the Company may undertake in the future, actual results could differ from these estimates. NOTE 2 — REVENUES Revenues are recognized when the promised goods or services are transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The following table presents the Company’s revenues disaggregated by revenue source for the three and six months ended June 30, 2026 and 2025 : Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Gearing $ 9,045 $ 7,284 $ 17,499 $ 13,251 Industrial Solutions 13,172 7,363 22,408 13,010 Corporate and Other 2,086 274 2,342 3,555 Eliminations - ( 401 ) - ( 424 ) Consolidated $ 24,303 $ 14,520 $ 42,249 $ 29,392 6 Table of Contents The Company’s revenue is generally recognized at a point in time, typically when the promised goods or services are physically transferred to its customers in an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services. A performance obligation is a promise in a contract to transfer a distinct product or service to the customer. The Company measures revenue based on the consideration specified in the purchase order and revenue is recognized when the performance obligations are satisfied. If applicable, the transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. For substantially all wind sales as well as certain sales within our Gearing segment, products are sold under terms included in bill and hold sales arrangements that result in different timing for revenue recognition. The Company recognizes revenue under these arrangements only when there is a substantive reason for the agreement, the ordered goods are identified separately as belonging to the customer and not available to fill other orders, the goods are currently ready for physical transfer to the customer, and the Company does not have the ability to use the product or to direct it to another customer. Assuming these required revenue recognition criteria are met, revenue is recognized upon completion of product manufacture and customer acceptance. During the three and six months ended June 30, 2026, the Company did not recognize any revenue within the Gearing segment under terms included in bill and hold sales arrangements. During the three and six months ended June 30, 2025, the Company recognized $ 221 and $ 436 , respectively, of revenue within the Gearing segment under terms included in bill and hold sales arrangements. The Company generally expenses sales commissions when incurred. These costs are recorded within selling, general and administrative expenses. Customer deposits, deferred revenue and other receipts are deferred and recognized when the revenue is realized and earned. Cash payments to customers are classified as reductions of revenue in the Company’s statement of operations. The Company does not disclose the value of the unsatisfied performance obligations for contracts with an original expected length of one year or less. NOTE 3 — NET INCOME PER SHARE The following table presents a reconciliation of basic and diluted income per share for the three and six months ended June 30, 2026 and 2025 , as follows: Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 Basic and diluted net loss per share calculation: Net loss $ ( 639 ) $ ( 989 ) $ ( 1,134 ) $ ( 1,359 ) Weighted average number of common shares outstanding 23,494,159 22,773,271 23,416,365 22,568,350 Basic and diluted net loss per share $ ( 0.03 ) $ ( 0.04 ) $ ( 0.05 ) $ ( 0.06 ) ( 1 ) Restricted stock units granted and outstanding of 627,119 as of June 30, 2026 are excluded from the computation of diluted earnings due to the anti-dilutive effect as a result of the Company’s net loss for the three and six months ended June 30, 2026. Restricted stock units granted and outstanding of 897,948 as of June 30, 2025 are excluded from the computation of diluted earnings due to the anti-dilutive effect as a result of the Company’s net loss for the three and six months ended June 30, 2025. NOTE 4 — DISCONTINUED OPERATIONS On April 30, 2026, ( the “Closing Date”) Broadwind Heavy Fabrications, Inc. (“BHF”), a wholly owned subsidiary of the Company, entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Freeman Enclosure Systems, LLC (the “Buyer”), a wholly-owned subsidiary of IES Holdings, Inc., pursuant to which BHF sold the real property and certain assets contained therein which comprise the Company’s production facility located in Abilene, Texas (the “Facility”), including equipment, machinery, other personal property, specified service contracts, and permits (collectively, the “Purchased Assets”), to the Buyer for an aggregate purchase price of up to $ 19,500 in cash, subject to certain purchase price adjustments, (the “Transaction”). The Company received net cash proceeds of $ 17,154 on the sale of the Transaction. On the Closing Date, BHF also entered into a short term lease agreement with the Buyer, pursuant to which (a) BHF leased the Facility and the Purchased Assets back from the Buyer (the “Lease”) for a nominal below-market rent for a term that is expected to end on September 5, 2026 and (b) the Buyer received an option to purchase certain excluded manufacturing equipment located in the Facility at a future date. The Lease was entered into for the limited purpose of completing existing customer contracts, fulfilling remaining wind tower manufacturing obligations, and facilitating an orderly wind-down and transition of the wind fabrication operations. Cash inflows and outflows associated with this continuing involvement consist primarily of operating cash flows generated from completing remaining wind tower contracts, employee-related costs, inventory liquidation activities, and other transition-related expenditures incurred through the termination of the leaseback period. Net cash inflows associated with this continuing involvement total $ 3,116 for the period from May 1, 2026 through June 30, 2026. The Company recorded a prepaid asset related to the below-market rent as of April 30, 2026. The asset is being amortized over the remaining lease term and is included in the “Current assets-discontinued operations” line item of the Company’s condensed consolidated balance sheets as of June 30, 2026. The sale of the Abilene facility resulted in a loss of $ 224 for the three and six months ended June 30, 2026 and is included in the “Income from discontinued operations, net of tax” line item in the Company’s condensed consolidated statement of operations. The second quarter results also include a $ 1,106 charge associated with a contract dispute related to the Company’s former Heavy Fabrications segment. This charge is included in the “Income from discontinued operations, net of tax” line item in the Company’s condensed consolidated statement of operations. The Abilene sale transaction represented the Company’s exit from the wind and industrial fabrications business and the Company determined this was a strategic shift that will have a major effect on the Company’s operations and as a result, certain impacted operations qualified for discontinued operations treatment in the second quarter of 2026. As a result of this analysis, the results of operations of the wind and industrial fabrication operations, including operations historically in Manitowoc, Wisconsin, have been reclassified to discontinued operations on the condensed consolidated statements of operations and retrospectively for all periods presented beginning in the second quarter of 2026. In addition, the discontinued assets and liabilities are presented separately on the Company’s condensed consolidated balance sheets for both current and prior periods beginning in the second quarter of 2026. The Company’s discontinued operations exclude the results of PRS operations. Results of Discontinued Operations Results of discontinued operations in the Company’s condensed consolidated statement of operations for the three and six months ended June 30, 2026 and 2025, were as follows: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Revenues $ 18,507 $ 24,715 $ 34,619 $ 46,681 Cost of sales 15,680 21,744 29,819 40,808 Selling, general, and administrative 2,023 755 2,524 1,631 Loss on sale 224 - 224 - Interest expense, net 464 192 811 323 Other income and expense items 71 31 94 52 Income from discontinued operations, net of tax $ 45 $ 1,993 $ 1,147 $ 3,867 Assets and Liabilities Related to Discontinued Operations Assets and liabilities related to discontinued operations in the Company’s consolidated balance sheets as of June 30, 2026 and December 31, 2025 includes the following: June 30, December 31, 2026 2025 Assets: Accounts receivable, net $ 2,626 $ 4,638 AMP credit receivable 2,765 2,564 Contract assets 206 900 Inventories 6,347 13,862 Prepaid expenses and other current assets 567 441 Property and equipment, net 636 21,395 Total assets - discontinued operations $ 13,147 $ 43,800 Liabilities: Current maturities of long-term debt $ - $ 354 Current portion of finance lease obligations 1,865 997 Accounts payable 5,837 9,631 Accrued liabilities 1,134 413 Customer deposits 154 1,548 Long-term debt, net of current maturities - 763 Total liabilities - discontinued operations $ 8,990 $ 13,706 7 Table of Contents NOTE 5 — CASH AND CASH EQUIVALENTS Cash and cash equivalents typically comprise cash balances and readily marketable investments with original maturities of three months or less, such as money market funds, short-term government bonds, Treasury bills, marketable securities and commercial paper. The Company’s treasury policy is to invest excess cash in money market funds or other investments, which are generally of a short-term duration based upon operating requirements. Income earned on these investments is recorded as interest income which is netted against interest expense in the Company’s condensed consolidated statements of operations. The components of cash and cash equivalents as of June 30, 2026 and December 31, 2025 are summarized as follows: June 30, December 31, 2026 2025 Cash and cash equivalents: Cash $ 4,006 $ 457 Money market funds 13,037 — Total cash and cash equivalents $ 17,043 $ 457 NOTE 6 — INVENTORIES The components of inventories as of June 30, 2026 and December 31, 2025 are summarized as follows: June 30, December 31, 2026 2025 Raw materials $ 14,562 $ 12,924 Work-in-process 5,545 5,885 Finished goods 9,236 11,361 29,343 30,170 Less: Reserve ( 1,139 ) ( 2,023 ) Net inventories $ 28,204 $ 28,147 ​ NOTE 7 — AMP CREDITS During the three and six months ended June 30, 2026, the Company recognized gross AMP credits totaling $ 3,000 and $ 5,772 , respectively, within the “Income from discontinued operations, net of tax” line item in the Company’s condensed consolidated statements of operations. During the three and six months ended June 30, 2025, the Company recognized gross AMP credits totaling $ 3,132 and $ 5,904 , respectively, within the “Income from discontinued operations, net of tax” line item in the Company’s condensed consolidated statements of operations. These AMP credits were introduced as part of the Inflation Reduction Act (“IRA”), which was enacted on August 16, 2022. The IRA includes advanced manufacturing tax credits for manufacturers of eligible components, including wind components. 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. The credit originally applied to each component produced and sold in the U.S. 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 are eligible for credits of $ 0.03 per watt for each wind tower produced. In calculating the eligible credit, the Company relied on the megawatt rating provided by the customers. Manufacturers who qualify for the AMP credits can apply to the Internal Revenue Service for cash refunds of the AMP credits, sell the AMP credits to third parties for cash, or apply the AMP credits against taxable income. The Company recognized the AMP credits within income from discontinued operations in the Company’s condensed consolidated statements of operations for the three and six months ended June 30, 2026 and 2025. The assets related to the AMP credits are recognized as current assets in the “Current assets-discontinued operations” line item in the Company’s condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025. 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 the taxpayers source from 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, 2026. 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 the six months ended June 30, 2026, the Company recognized gross AMP credits totaling $ 5,772 and recognized a 6.5 % discount on the credits totaling $ 375 , which was recognized within income from discontinued operations. The Company also incurred other miscellaneous administrative costs related to the credits in the amount of $ 44 , which have been recorded within income from discontinued operations. Additionally, costs totaling $ 3 are included in the “Current assets-discontinued operations” line item of the Company’s condensed consolidated financial statements at June 30, 2026. During the six months ended June 30, 2025, the Company recognized gross AMP credits totaling $ 5,904 and recognized a 6.5 % discount on the credits totaling $ 384 , which was recognized within income from discontinued operations. The Company also incurred other miscellaneous administrative costs related to the credits in the amount of $ 52 , which have been recorded within income from discontinued operations. Additionally, costs totaling $ 10 are included in the “Current assets-discontinued operations” line item of the Company’s condensed consolidated financial statements at June 30, 2025. NOTE 8 — INTANGIBLE ASSETS Intangible assets represent the fair value assigned to definite-lived assets such as trade names and customer relationships as part of the Company’s acquisition of Brad Foote completed in 2007 as well as the noncompetition agreements, trade names and customer relationships that were part of the Company’s acquisition of Red Wolf Company, LLC completed in 2017. Intangible assets are amortized on a straight-line basis over their estimated useful lives, with a remaining life of 1 year. 8 Table of Contents As of June 30, 2026 and December 31, 2025 , the cost basis, accumulated amortization and net book value of intangible assets were as follows: June 30, 2026 December 31, 2025 Remaining Remaining Weighted Weighted Accumulated Net Average Accumulated Net Average Cost Accumulated Impairment Book Amortization Accumulated Impairment Book Amortization Basis Amortization Charges Value Period Cost Amortization Charges Value Period Intangible assets: Customer relationships $ 15,979 $ ( 8,387 ) $ ( 7,592 ) $ - — $ 15,979 $ ( 8,365 ) $ ( 7,592 ) $ 22 0.1 Trade names 9,099 ( 8,580 ) — 519 1.3 9,099 ( 8,380 ) — 719 1.8 Intangible assets $ 25,078 $ ( 16,967 ) $ ( 7,592 ) $ 519 1.3 $ 25,078 $ ( 16,745 ) $ ( 7,592 ) $ 741 1.7 ​ As of June 30, 2026 , estimated future amortization expense was as follows: 2026 $ 300 2027 219 Total $ 519 ​ ​ NOTE 9 — ACCRUED LIABILITIES Accrued liabilities as of June 30, 2026 and December 31, 2025 consisted of the following: June 30, December 31, 2026 2025 Accrued payroll and benefits $ 2,297 $ 1,234 Accrued property taxes 96 — Income taxes payable 125 69 Accrued professional fees 403 139 Accrued warranty liability 40 55 Self-insured workers compensation reserve 31 44 Accrued sales tax 12 6 Accrued other 245 221 Total accrued liabilities $ 3,249 $ 1,768 NOTE 10 — DEBT AND CREDIT AGREEMENTS The Company’s outstanding debt balances as of June 30, 2026 and December 31, 2025 consisted of the following: June 30, December 31, 2026 2025 Line of credit $ — $ 3,901 Other notes payable 109 130 Long-term debt 3,194 4,982 Total debt 3,303 9,013 Less: current maturities ( 781 ) ( 4,682 ) Long-term debt, net of current maturities $ 2,522 $ 4,331 9 Table of Contents Credit Facility On August 4, 2022, the Company entered into a credit agreement (the “2022 Credit Agreement”) with Wells Fargo Bank, National Association, as lender (“Wells Fargo”), which replaced its prior credit facility and provided the Company and its subsidiaries with a $ 35,000 senior secured revolving credit facility (which may be further increased by up to an additional $ 10,000 upon the request of the Company and at the sole discretion of Wells Fargo) and a $ 7,578 senior secured term loan (collectively, the “2022 Credit Facility”). The proceeds of the 2022 Credit Facility are available for general corporate purposes, including strategic growth opportunities. Net deferred financing costs related to the 2022 Credit Facility which primarily relate to the revolving credit loan, were $ 118 at June 30, 2026, which is net of accumulated amortization of $ 428 . Net deferred financing costs at December 31, 2025 were $ 165 , which is net of accumulated amortization of $ 355 . The deferred financing costs are straight-lined over the loan term and included in the “Other assets” line item of the Company’s condensed consolidated financial statements at June 30, 2026 and December 31, 2025. On February 8, 2023, the Company executed Amendment No. 1 to Credit Agreement and Limited Waiver which waived certain covenants under the Credit Agreement, modified the Fixed Charge Coverage Ratio, and has been superseded by subsequent amendments. On December 19, 2024, the Company executed Amendment No. 2 to Credit Agreement, which ( 1 ) increased the outstanding principal amount of the term loan to $ 7,578 and restarted the 84 -month amortization period, and ( 2 ) amended the Fixed Charge Coverage Ratio (as defined in the 2022 Credit Agreement) from 1.1:1.0 to 1.0:1.0 for each twelve -month period ending January 31, 2024 through and including December 31, 2025. 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 and (v) the Company agreed to maintain minimum excess availability under the Credit Agreement equal to or greater than 25 % of the revolving loan limit under the Credit Agreement. 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. The initial term of the revolving credit facility matures August 4, 2027. The term loan also matures on August 4, 2027, with monthly payments based on an 84 -month amortization. As of June 30, 2026 , there was $ 3,194 of outstanding indebtedness under the 2022 Credit Facility, with the ability to borrow an additional $ 23,014 , or $ 14,264 after considering the requirement to maintain minimum excess availability under the Credit Agreement equal to or greater than 25 % of the revolving loan limit thereunder. As of June 30, 2026, the Company was in compliance with all financial covenants under the 2022 Credit Facility. As of June 30, 2026, the effective interest rate of the senior secured revolving credit facility was 5.87 % and the senior secured term loan was 6.12 %. 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 %. Prior to entering into Amendment No. 3 to Credit Agreement described above, the Company used a portion of the proceeds from the sale of assets used in its industrial fabrication operations in Manitowoc, Wisconsin to make a mandatory repayment of $ 1,600 on the outstanding senior secured term loan. The repayment was made during September 2025. Additionally, on April 30, 2026, in addition to the normal required progress payments, the Company made a repayment of $ 1,420 on the outstanding senior secured term loan under the 2022 Credit Agreement in conjunction with the sale of the Abilene production facility as described in Note 4 “Discontinued Operations” of these condensed consolidated financial statements. Other In addition, the Company had outstanding notes payable for capital expenditures in the amount of $ 109 and $ 130 as of June 30, 2026 and December 31, 2025 , respectively, with $ 43 and $ 42 included in the “Line of credit and current maturities of long-term debt” line item of the Company’s condensed consolidated financial statements as of June 30, 2026 and December 31, 2025 , respectively. The notes payable have monthly payments that range from $ 1 to $ 3 and an interest rate of approximately 6 %. The equipment purchased is utilized as collateral for the notes payable. The outstanding notes payable have maturity dates that range from September 2028 to June 2029. NOTE 11 — LEASES The Company leases certain facilities and equipment. The leases are accounted for under Accounting Standard Update 2016 - 02, Leases (“Topic 842” ), and the Company elected to apply each available practical expedient. The discount rates used for the leases are based on an interest rate yield curve developed for the leases in the Company’s lease portfolio. The Company has elected to apply the short-term lease exception to all leases of one year or less. During the six months ended June 30, 2026 and 2025, the Company had additional operating leases that resulted in right-of-use assets obtained in exchange for lease obligations in the amount of $ 3,405 and $ 0 , respectively. During the six months ended June 30, 2026 and 2025, the Company had no additional finance leases associated with property, plant, and equipment. Some of the Company’s facility leases include options to renew. The exercise of the renewal options is typically at the Company’s discretion. The Company regularly evaluates the renewal options and includes them in the lease term when the Company is reasonably certain to exercise them. 10 Table of Contents During 2026, the Company executed a lease amendment that extended the term of the Industrial Solutions facility lease and increased the amount of square footage leased. These lease provisions were effective June 1, 2026. 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. Quantitative information regarding the Company’s leases is as follows: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Components of lease cost Finance lease cost components: Amortization of finance lease assets $ 176 $ 181 $ 352 $ 368 Interest on finance lease liabilities 55 75 115 154 Total finance lease costs 231 256 467 522 Operating lease cost components: Operating lease cost 531 495 1,033 989 Short-term lease cost 18 23 36 23 Variable lease cost (1) 300 78 623 337 Sublease income ( 52 ) ( 51 ) ( 104 ) ( 101 ) Total operating lease costs 797 545 1,588 1,248 Total lease cost $ 1,028 $ 801 $ 2,055 $ 1,770 Supplemental cash flow information related to our operating leases is as follows for the six months ended June 30, 2026 and 2025: Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflow from operating leases $ 1,671 $ 1,322 Weighted-average remaining lease term-finance leases at end of period (in years) 2.3 3.6 Weighted-average remaining lease term-operating leases at end of period (in years) 6.9 6.1 Weighted-average discount rate-finance leases at end of period 5.7 % 6.7 % Weighted-average discount rate-operating leases at end of period 6.6 % 9.1 % ( 1 ) Variable lease costs consist primarily of taxes, insurance, utilities, and common area or other maintenance costs for the Company’s leased facilities and equipment. ​ As of June 30, 2026 , future minimum lease payments under finance leases and operating leases were as follows: ​ Finance Operating Leases Leases Total 2026 $ 642 $ 1,664 $ 2,306 2027 1,212 2,573 3,785 2028 952 2,832 3,784 2029 526 2,715 3,241 2030 — 2,657 2,657 2031 and thereafter — 7,003 7,003 Total lease payments 3,332 19,444 22,776 Less—portion representing interest ( 302 ) ( 3,939 ) ( 4,241 ) Present value of lease obligations 3,030 15,505 18,535 Less—current portion of lease obligations ( 1,093 ) ( 1,876 ) ( 2,969 ) Long-term portion of lease obligations $ 1,937 $ 13,629 $ 15,566 ​ 11 Table of Contents NOTE 12 — FAIR VALUE MEASUREMENTS Fair Value of Financial Instruments The carrying amounts of the Company’s financial instruments, which include cash and cash equivalents, accounts receivable, accounts payable and customer deposits, approximate their respective fair values due to the relatively short-term nature of these instruments. Based upon interest rates currently available to the Company for debt with similar terms, the carrying value of the Company’s long-term debt is approximately equal to its fair value. The Company is required to provide disclosure and categorize assets and liabilities measured at fair value into one of three different levels depending on the assumptions (i.e., inputs) used in the valuation. Level 1 provides the most reliable measure of fair value while Level 3 generally requires significant management judgment. Financial assets and liabilities are classified in their entirety based on the lowest level of input significant to the fair value measurement. Financial instruments are assessed quarterly to determine the appropriate classification within the fair value hierarchy. Transfers between fair value classifications are made based upon the nature and type of the observable inputs. The fair value hierarchy is defined as follows: Level 1 — Valuations are based on unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 — Valuations are based on quoted prices for similar assets or liabilities in active markets, or quoted prices in markets that are not active for which significant inputs are observable, either directly or indirectly. Level 3 — Valuations are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Inputs reflect management’s best estimate of what market participants would use in valuing the asset or liability at the measurement date. NOTE 13 — INCOME TAXES Effective tax rates differ from federal statutory income tax rates primarily due to changes in the Company’s valuation allowance, permanent differences and provisions for state and local income taxes. As of June 30, 2026 , the Company has a full valuation allowance recorded against deferred tax assets. During the six months ended June 30, 2026 , the Company recorded a provision for income taxes of $ 76 , compared to a provision for income taxes of $ 17 during the six months ended June 30, 2025 . On August 16, 2022, Congress enacted the IRA which includes advanced manufacturing tax credits for manufacturers of eligible components, including wind components produced and sold in the U.S. beginning in 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 Company files income tax returns in U.S. federal and state jurisdictions. As of June 30, 2026 , open tax years in federal and some state jurisdictions date back to 1996 due to the taxing authorities’ ability to adjust operating loss carryforwards. As of December 31, 2025 , the Company had federal and unapportioned state net operating loss (“NOL”) carryforwards of $ 298,182 of which $ 227,519 will generally begin to expire in 2027. The majority of the NOL carryforwards will expire in various years from 2028 through 2037. NOLs generated after January 1, 2018 will not expire. Since the Company has no unrecognized tax benefits, they will not have an impact on the condensed consolidated financial statements as a result of the expiration of the applicable statues of limitations within the next twelve months. In addition, Section 382 of the Internal Revenue Code of 1986, as amended (the “IRC”), generally imposes an annual limitation on the amount of NOL carryforwards and associated built-in losses that may be used to offset taxable income when a corporation has undergone certain changes in stock ownership. The Company’s ability to utilize NOL carryforwards and built-in losses may be limited, under Section 382 of the IRC or otherwise, by the Company’s issuance of common stock or by other changes in stock ownership. Upon completion of the Company’s analysis of Section 382 of the IRC in 2010, the Company determined that aggregate changes in stock ownership triggered an annual limitation on NOL carryforwards and built-in losses available for utilization, thereby currently limiting annual NOL usage to $ 14,284 per year. Further limitations may occur, depending on additional future changes in stock ownership. To the extent the Company’s use of NOL carryforwards and associated built-in losses is significantly limited in the future, the Company’s income could be subject to U.S. corporate income tax earlier than it would be if the Company were able to use NOL carryforwards and built-in losses without such limitation, which could result in lower profits and the loss of benefits from these attributes. In February 2013, the Company adopted a Stockholder Rights Plan, which was approved by the Company’s stockholders and extended in 2016, 2019, 2022, and 2025 for additional three -year periods (as amended, the “Rights Plan”), designed to preserve the Company’s substantial tax assets associated with NOL carryforwards under Section 382 of the IRC. The Rights Plan is intended to act as a deterrent to any person or group, together with its affiliates and associates, 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. In connection with the adoption of the Rights Plan, the Board declared a non-taxable dividend of one preferred share purchase right (a “Right”) for each outstanding share of the Company’s common stock to the Company’s stockholders of record as of the close of business on February 22, 2013. Each Right entitles its holder to purchase from the Company one one -thousandth of a share of the Company’s Series A Junior Participating Preferred Stock at an exercise price of $ 7.70 per Right, subject to adjustment. As a result of the Rights Plan, any person or group that acquires beneficial ownership of 4.9 % or more of the Company’s common stock without the approval of the Board would be subject to significant dilution in the ownership interest of that person or group. Stockholders who owned 4.9 % or more of the outstanding shares of the Company’s common stock as of February 12, 2013 will not trigger the preferred share purchase rights unless they acquire additional shares after that date. As of June 30, 2026 , the Company had no unrecognized tax benefits. The Company recognizes interest and penalties related to uncertain tax positions as income tax expense. The Company had no accrued interest and penalties as of June 30, 2026 . 12 Table of Contents NOTE 14 — SHARE-BASED COMPENSATION ​ The following table summarizes the Company’s restricted stock unit and performance award activity during the six months ended June 30, 2026 : Weighted Average Number of Grant-Date Fair Value Shares Per Share Unvested as of December 31, 2025 717,266 $ 2.28 Granted 174,672 $ 3.68 Vested ( 264,819 ) $ 2.37 Unvested as of June 30, 2026 627,119 $ 2.63 Under certain situations, shares are withheld from issuance to cover taxes for the vesting of restricted stock units and performance awards. For the six months ended June 30, 2026 and 2025, 52,534 and 169,390 shares, respectively, were withheld to cover tax obligations. The following table summarizes share-based compensation expense included in the Company’s condensed consolidated statements of operations, including amounts attributable to discontinued operations, for the six months ended June 30, 2026 and 2025 . Share-based compensation included in discontinued operations total $ 150 and $ 308 for the six months ended June 30, 2026 and 2025, respectively. Six Months Ended June 30, 2026 2025 Share-based compensation expense: Cost of sales $ 35 $ 45 Selling, general and administrative 417 501 Net effect of share-based compensation expense on net income $ 452 $ 546 Reduction in earnings per share: Basic earnings per share $ 0.02 $ 0.02 Diluted earnings per share $ 0.02 $ 0.02 NOTE 15 — LEGAL PROCEEDINGS AND OTHER MATTERS Legal Proceedings The Company is party to a variety of legal proceedings that arise in the normal course of its business. On an ongoing basis, the Company is often the subject of, or party to, various legal claims by other parties against the Company, by the Company against other parties, or involving the Company, which arise in the normal course of its business. While the results of these legal proceedings or claims cannot be predicted with certainty, management believes that the final outcome of these proceedings or claims will not have a material adverse effect, individually or in the aggregate, on the Company’s results of operations, financial condition or cash flows. Due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on the Company’s results of operations, financial condition or cash flows. It is possible that if one or more of such matters were decided against the Company, the effects could be materially adverse to the Company, including to its results of operations in the period in which the Company would be required to record or adjust the related liability and to the Company’s financial condition and cash flows in the periods the Company would be required to pay such liability. 13 Table of Contents NOTE 16 — RECENT ACCOUNTING PRONOUNCEMENTS The Company reviews new accounting standards as issued. Although some of the accounting standards issued or effective in the current fiscal year may be applicable to it, the Company believes that none of the new standards have a significant impact on its condensed consolidated financial statements. In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update No. 2024 - 03,“Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220 - 40 ): Disaggregation of Incomes Statement Expenses,” which serves to improve the disclosures about a public business entity’s expenses by requiring more detailed information about the types of expenses in commonly presented expense captions. This guidance will be effective for annual periods beginning after December 15, 2026. 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. NOTE 17— SEGMENT REPORTING The Company is organized into reporting segments based on the nature of the products offered and business activities from which it earns revenues and incurs expenses for which discrete financial information is available and regularly reviewed by the Company’s chief operating decision maker (“CODM”). The Company’s CODM has been identified as the Chief Executive Officer and President, who reviews operating income by segment in relation to total operating income to make decisions about allocating resources and assessing performance. In conjunction with the Abilene sale, the results of operations of the wind and industrial fabrication operations, including operations historically in Manitowoc, Wisconsin, have been reclassified to discontinued operations on the condensed consolidated statements of operations and retrospectively for all periods presented beginning in the second quarter of 2026. The Company’s discontinued operations exclude the results of PRS operations. Accordingly, we have revised our segment presentation to include two reportable operating segments: Gearing and Industrial Solutions. The Company’s segments and their product and service offerings are summarized below: Gearing The Company provides gearing, gearboxes and precision machined components to a broad set of customers in diverse markets including: power generation, onshore and offshore oil and gas 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 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. Industrial Solutions The Company provides supply chain solutions, light fabrication, inventory management and kitting and assembly services, primarily serving the combined cycle natural gas turbine market. The Company also supports the U.S. wind repowering and solar power generation market via their manufacturing and kitting capabilities as OEMs domesticate their supply chain due to lead time and reliability issues. The Company leverages a global supply chain to provide instrumentation and controls, valve assemblies, sensor devices, fuel system components, electrical junction boxes and wiring, and electromechanical devices. The Company also provides packaging solutions and fabricates panels and sub-assemblies to reduce customers’ costs and improve manufacturing velocity and reliability. 14 Table of Contents Corporate and Other and Eliminations “Corporate and Other” includes the assets and selling, general and administrative expenses of the Company’s corporate office as well as results for our PRS product line operations. Due to the PRS balances being less significant than our other operations, they do not meet the quantitative threshold for determining reportable segments. “Corporate and Other” and “Eliminations” comprise adjustments to reconcile segment results to consolidated results. The accounting policies of the reportable segments are the same as those referenced in Note 1, “Basis of Presentation” of these condensed consolidated financial statements. Summary financial information by reportable segment and reconciliations to consolidated amounts for the three and six months ended June 30, 2026 and 2025 is as follows: Gearing Industrial Solutions Corporate and Other Eliminations Consolidated For the Three Months Ended June 30, 2026 Revenues from external customers $ 9,045 $ 13,172 $ 2,086 $ — $ 24,303 Intersegment revenues — — — — — Net revenues 9,045 13,172 2,086 — 24,303 Direct materials 2,646 7,406 Direct labor 1,737 * Indirect labor 1,333 709 Variable overhead 1,127 874 Depreciation and amortization 530 79 166 — 775 All other expenses (1) 1,896 1,765 Operating (loss) income ( 224 ) 2,339 ( 2,362 ) — ( 247 ) Capital expenditures 307 182 — — 489 Gearing Industrial Solutions Corporate and Other Eliminations Consolidated For the Three Months Ended June 30, 2025 Revenues from external customers $ 7,284 $ 6,962 $ 274 $ — $ 14,520 Intersegment revenues — 401 — ( 401 ) — Net revenues 7,284 7,363 274 ( 401 ) 14,520 Direct materials 1,826 4,446 Direct labor 1,432 * Indirect labor 1,133 588 Variable overhead 975 659 Depreciation and amortization 550 113 69 — 732 All other expenses (1) 2,187 1,071 Operating (loss) income ( 819 ) 486 ( 2,048 ) — ( 2,381 ) Capital expenditures 116 94 118 — 328 Gearing Industrial Solutions Corporate and Other Eliminations Consolidated For the Six Months Ended June 30, 2026 Revenues from external customers $ 17,499 $ 22,408 $ 2,342 $ — $ 42,249 Intersegment revenues — — — — — Net revenues 17,499 22,408 2,342 — 42,249 Direct materials 4,657 12,328 Direct labor 3,306 * Indirect labor 2,592 1,407 Variable overhead 2,145 1,688 Depreciation and amortization 1,059 175 282 — 1,516 All other expenses (1) 4,020 2,845 Operating (loss) income ( 280 ) 3,965 ( 5,014 ) — ( 1,329 ) Capital expenditures 1,253 206 1,773 — 3,232 Gearing Industrial Solutions Corporate and Other Eliminations Consolidated For the Six Months Ended June 30, 2025 Revenues from external customers $ 13,251 $ 12,586 $ 3,555 $ — $ 29,392 Intersegment revenues — 424 — ( 424 ) — Net revenues 13,251 13,010 3,555 ( 424 ) 29,392 Direct materials 3,266 7,776 Direct labor 2,693 * Indirect labor 2,262 1,135 Variable overhead 1,849 1,132 Depreciation and amortization 1,099 227 141 — 1,467 All other expenses (1) 3,793 1,924 Operating (loss) income ( 1,711 ) 816 ( 3,328 ) — ( 4,223 ) Capital expenditures 142 94 195 — 431 * Line item not deemed a significant expense for this segment (per analysis of Accounting Standards Update No. 2023 - 07 ). Consolidated amounts are not presented for significant segment expense categories because reconciliation to comparable consolidated amounts is not required by ASC 280. ( 1 ) All other expenses primarily consist of: Gearing -salaries and benefits and rent Industrial Solutions -direct labor, salaries and benefits, and rent and utilities Total Assets as of June 30, December 31, 2026 2025 Gearing $ 44,196 $ 40,752 Industrial Solutions 26,897 20,222 Corporate and Other 39,440 78,061 Assets - discontinued operations 13,147 43,800 Eliminations ( 11,507 ) ( 66,030 ) $ 112,173 $ 116,805 15 Table of Contents NOTE 18 — COMMITMENTS AND CONTINGENCIES Environmental Compliance and Remediation Liabilities The Company’s operations and products are subject to a variety of environmental laws and regulations in the jurisdictions in which the Company operates and sells products governing, among other things, air emissions, wastewater discharges, the use, handling and disposal of hazardous materials, soil and groundwater contamination, employee health and safety, and product content, performance and packaging. Certain environmental laws may impose the entire cost or a portion of the cost of investigating and cleaning up a contaminated site, regardless of fault, upon any one or more of a number of parties, including the current or previous owners or operators of the site. These environmental laws also impose liability on any person who arranges for the disposal or treatment of hazardous substances at a contaminated site. Third parties may also make claims against owners or operators of sites and users of disposal sites for personal injuries and property damage associated with releases of hazardous substances from those sites. Allowance for Credit Losses The Company assesses and records an allowance for credit losses using the current expected credit loss model. The adjustment for credit losses to management’s current estimate is recorded in net income as credit loss expense. All credit losses are on trade receivables and/or contract assets arising from the Company’s contracts with customers.  The Company monitors its collections and write-off experience to assess whether or not adjustments to its allowance estimates are necessary. Changes in trends in any of the factors that the Company believes may impact the collectability of its accounts receivable, or modifications to its credit standards, collection practices and other related policies may impact the Company’s allowance for credit losses and its financial results. The activity in the accounts receivable allowance liability for the six months ended June 30, 2026 and 2025 consisted of the following: For the Six Months Ended June 30, 2026 2025 Balance at beginning of period $ 81 $ 19 Credit loss expense 37 — Write-offs — ( 16 ) Other adjustments ( 50 ) — Balance at end of period $ 68 $ 3 Collateral In select instances, the Company has pledged specific inventory and machinery and equipment assets to serve as collateral on related payable or financing obligations. Liquidated Damages In certain customer contracts, the Company has agreed to pay liquidated damages in the event of qualifying delivery or production delays. These damages are typically limited to a specific percentage of the value of the product in question and/or are dependent on actual losses sustained by the customer. The Company does not believe that this potential exposure will have a material adverse effect on the Company’s consolidated financial position or results of operations. There was no reserve for liquidated damages at June 30, 2026 and December 31, 2025. 16 Table of Contents Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes thereto in Item 1, “Financial Statements,” of this Quarterly Report and the audited consolidated financial statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2025. The discussion below contains forward-looking statements that are based upon our current expectations and are subject to uncertainty and changes in circumstances including, but not limited to, those identified in “Cautionary Note Regarding Forward-Looking Statements” at the end of Item 2. Actual results may differ materially from these expectations due to inaccurate assumptions and known or unknown risks and uncertainties. As used in this Quarterly Report on Form 10-Q, the terms “we,” “us,” “our,” and the “Company” refer to Broadwind, Inc., a Delaware corporation headquartered in Cicero, Illinois, and its subsidiaries, as appropriate. (Dollars are presented in thousands except share, per share and per employee data or unless otherwise stated) KEY METRICS USED BY MANAGEMENT TO MEASURE PERFORMANCE In addition to measures of financial performance presented in our consolidated financial statements in accordance with GAAP, we use certain other financial measures to analyze our performance. These non-GAAP financial measures primarily consist of adjusted EBITDA (as defined below) and free cash flow which help us evaluate growth trends, establish budgets, assess operational efficiencies, oversee our overall liquidity, and evaluate our overall financial performance. Except as otherwise indicated, the totals below are net of discontinued operations. Key Financial Measures Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 Net revenues $ 24,303 $ 14,520 $ 42,249 $ 29,392 Loss from continuing operations $ (684 ) $ (2,982 ) $ (2,281 ) $ (5,226 ) Adjusted EBITDA (1) $ 1,550 $ (1,120 ) $ 1,594 $ (1,919 ) Capital expenditures $ 489 $ 328 $ 3,232 $ 431 Free cash flow (2) $ 311 $ (3,192 ) $ (3,981 ) $ (3,721 ) Operating working capital (3) $ 32,907 $ 26,974 $ 32,907 $ 26,974 Total debt $ 3,303 $ 24,819 $ 3,303 $ 24,819 Total orders (4) $ 32,649 $ 20,956 $ 70,071 $ 49,090 Backlog at end of period (4) $ 89,280 $ 95,279 $ 89,280 $ 95,279 Book-to-bill (5) 1.5 1.4 1.5 1.3 17 Table of Contents The following table reconciles our non-GAAP key financial measures to the most directly comparable GAAP measure: Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 Loss from continuing operations $ (684 ) $ (2,982 ) $ (2,281 ) $ (5,226 ) Interest expense 418 591 880 976 Income tax provision 24 2 76 17 Depreciation and amortization 775 732 1,516 1,467 Share-based compensation and other stock payments 401 454 668 764 Transaction costs (6) 616 83 735 83 Adjusted EBITDA 1,550 (1,120 ) 1,594 (1,919 ) Changes in operating working capital (750 ) (1,745 ) (2,433 ) (1,372 ) Capital expenditures (489 ) (328 ) (3,232 ) (431 ) Proceeds from disposal of property and equipment — 1 90 1 Free Cash Flow $ 311 $ (3,192 ) $ (3,981 ) $ (3,721 ) (1) We provide non-GAAP adjusted EBITDA (earnings before interest, income taxes, depreciation, amortization, share based compensation and other stock payments, restructuring costs, impairment charges, other non-cash gains and losses, and transaction costs) as supplemental information regarding our business performance. Our management uses adjusted EBITDA when it internally evaluates the performance of our business, reviews financial trends and makes operating and strategic decisions. We believe that this non-GAAP financial measure is useful to investors because it provides a better understanding of our past financial performance and future results, and it allows investors to evaluate our performance using the same methodology and information as used by our management. Our definition of adjusted EBITDA may be different from similar non-GAAP financial measures used by other companies and/or analysts. (2) We define free cash flow as adjusted EBITDA plus or minus changes in operating working capital less capital expenditures net of any proceeds from disposals of property and equipment. We believe free cash flow is a useful measure for investors because it portrays our ability to generate cash from our business for purposes such as repaying maturing debt and funding future investments. (3) We define operating working capital as accounts receivable and inventory net of accounts payable and customer deposits. (4) Our backlog at June 30, 2026 and 2025 is net of revenue recognized over time. Backlog has been adjusted to reflect updated assumptions related to raw material pricing (which is a customer passthrough) and other variables. Orders and backlog at June 30, 2026 and 2025 include results from our discontinued operations. Orders from discontinued operations total ($2,591) and $6,782 for the three and six months ended June 30, 2026, respectively as well as ($36) and $9,740 the three and six months ended June 30, 2025, respectively. Backlog includes $4,160 and $51,093 from discontinued operations at June 30, 2026 and June 30, 2025, respectively. (5) We define the book-to-bill as the ratio of new orders we received, net of cancellations, to revenue during a period. Orders from discontinued operations were excluded from this ratio. (6) Transaction costs consist of professional services expenses including legal and professional fees attributable to completed or contemplated transactions. OUR BUSINESS On April 30, 2026, Broadwind Heavy Fabrications, Inc. a wholly owned subsidiary of the Company, sold the real property and certain assets contained therein which comprise our production facility located in Abilene, Texas (the “Facility”), including equipment, machinery, other personal property, specified service contracts, and permits for an aggregate purchase price of up to $19,500 in cash, subject to certain purchase price adjustments. The sale of the Facility represented a strategic shift that will have a major effect on our operations and qualify for discontinued operations treatment in the second quarter of 2026. As such, the results of operations of the wind and industrial fabrication operations including operations historically in Manitowoc, Wisconsin, have been reclassified to discontinued operations on our condensed consolidated statements of operations and retrospectively for all periods presented beginning in the second quarter of 2026. Our discontinued operations exclude the results of pressure reducing system (“PRS”) operations. The One Big Beautiful Bill Act, which was signed into law on July 4, 2025 (the “OBBBA”), accelerated the phase-out of certain clean energy tax credits and imposed additional restrictions on tax-credit-supported wind and renewable energy projects, which impacted the market for and profitability of the wind products we produced in our former Heavy Fabrications segment. In connection with the sale of our Abilene facility, we are exiting the wind business and do not expect the impact of the OBBBA to be material to our continuing operations. Second Quarter Overview Excluding discontinued operations, we received $35,240 in new orders in the second quarter, up from $20,991 in the second quarter of 2025. Gearing segment orders increased by 138% due to improved demand from all markets served, most notably in oil and gas (“O&G”) and power generation which reflects significant orders from a leading Original Equipment Manufacturer (“OEM”) of natural gas turbines. Industrial Solutions orders increased by 24% compared to the prior year quarter primarily due to an increase in demand associated with new gas turbine projects. We recognized revenue of $24,303 in the second quarter, which was a 67% increase compared to the second quarter of 2025. Industrial Solutions segment revenue increased by 79% from the prior year period primarily due to increased shipments to new and aftermarket gas turbine customers. Gearing segment revenue increased 24% relative to the prior year period primarily due to increased shipments to power generation customers. We recorded a net loss of $639 or ($0.03) per share in the second quarter of 2026, compared to a net loss of $989 or ($0.04) per share in the second quarter of 2025. The decrease was primarily due to higher sales in the Gearing and Industrial Solutions segments, partially offset by higher transaction costs and the loss on the sale of the Abilene facility. 18 Table of Contents RESULTS OF OPERATIONS Three months ended June 30, 2026, Compared to Three months ended June 30, 2025 The condensed consolidated statement of operations table below should be read in connection with a review of the following discussion of our results of operations for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. Three Months Ended June 30, 2026 vs. 2025 % of Total % of Total 2026 Revenue 2025 Revenue $ Change % Change Revenues $ 24,303 100.0 % $ 14,520 100.0 % $ 9,783 67.4 % Cost of sales 20,507 84.4 % 13,516 93.1 % 6,991 51.7 % Gross profit 3,796 15.6 % 1,004 6.9 % 2,792 278.1 % Operating expenses Selling, general and administrative expenses 3,943 16.2 % 3,219 22.2 % 724 22.5 % Intangible amortization 100 0.4 % 166 1.1 % (66 ) (39.8 )% Total operating expense, net 4,043 16.6 % 3,385 23.3 % 658 19.4 % Operating loss (247 ) (1.0 )% (2,381 ) (16.4 )% 2,134 89.6 % Other expense, net Interest expense, net (418 ) (1.7 )% (591 ) (4.1 )% 173 29.3 % Other, net 5 0.0 % (8 ) (0.1 )% 13 162.5 % Total other expense, net (413 ) (1.7 )% (599 ) (4.1 )% 186 31.1 % Net loss before provision for income taxes (660 ) (2.7 )% (2,980 ) (20.5 )% 2,320 77.9 % Provision for income taxes 24 0.1 % 2 0.0 % 22 1100.0 % Loss from continuing operations (684 ) (2.8 )% (2,982 ) (20.5 )% 2,298 77.1 % Income from discontinued operations, net of tax 45 0.2 % 1,993 13.7 % (1,948 ) (97.7 )% Net loss $ (639 ) (2.6 )% $ (989 ) (6.8 )% $ 350 35.4 % Consolidated Revenues increased by $9,783 as compared to the prior year period primarily due to a 79% increase in Industrial Solutions segment revenue primarily due to higher shipments to new and aftermarket gas turbine customers. Gearing revenue also increased 24% primarily reflective of increased shipments to power generation customers. Gross profit increased versus the prior year due primarily to higher sales within the Gearing and Industrial Solutions segments and a more profitable mix of product sold in the Industrial Solutions segment. We recorded a net loss of $639 during the three months ended June 30, 2026, compared to a net loss of $989 during the three months ended June 30, 2025. This decrease in net loss was primarily due to the factors described above, partially offset by higher transaction costs and the loss on the sale of the Abilene facility. 19 Table of Contents Gearing Segment Three Months Ended June 30, 2026 2025 Orders $ 16,152 $ 6,799 Revenues 9,045 7,284 Operating loss (224 ) (819 ) Operating margin (2.5 )% (11.2 )% Gearing segment orders increased by 138% versus the prior year period primarily due to higher demand from customers in all markets served, most notably in O&G and power generation which reflects significant orders from a leading OEM of natural gas turbines. Gearing revenues were up 24% relative to the prior year primarily reflective of increased shipments to power generation customers. The Gearing segment’s operating loss decreased by $595 from the prior year period. This decrease was primarily attributable to higher sales in the current year period. Industrial Solutions Segment Three Months Ended June 30, 2026 2025 Orders $ 17,248 $ 13,909 Revenues 13,172 7,363 Operating income 2,339 486 Operating margin 17.8 % 6.6 % Industrial Solutions segment orders increased from the prior year period primarily due to an increase in demand associated with new gas turbine projects. Segment revenues increased from the prior year period primarily due to higher shipments to new and aftermarket gas turbine customers. Operating income increased versus the prior year period primarily as a result of higher sales and a more profitable mix of product sold. 20 Table of Contents Six months ended June 30, 2026, Compared to Six months ended June 30, 2025 The condensed consolidated statement of operations table below should be read in connection with a review of the following discussion of our results of operations for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. Six Months Ended June 30, 2026 vs. 2025 % of Total % of Total 2026 Revenue 2025 Revenue $ Change % Change Revenues $ 42,249 100.0 % $ 29,392 100.0 % $ 12,857 43.7 % Cost of sales 35,732 84.6 % 26,964 91.7 % 8,768 32.5 % Gross profit 6,517 15.4 % 2,428 8.3 % 4,089 168.4 % Operating expenses Selling, general and administrative expenses 7,624 18.0 % 6,320 21.5 % 1,304 20.6 % Intangible amortization 222 0.5 % 331 1.1 % (109 ) (32.9 )% Total operating expense, net 7,846 18.6 % 6,651 22.6 % 1,195 18.0 % Operating loss (1,329 ) (3.1 )% (4,223 ) (14.4 )% 2,894 68.5 % Other expense, net Interest expense, net (880 ) (2.1 )% (976 ) (3.3 )% 96 9.8 % Other, net 4 0.0 % (10 ) (0.0 )% 14 140.0 % Total other expense, net (876 ) (2.1 )% (986 ) (3.4 )% 110 11.2 % Net loss before provision for income taxes (2,205 ) (5.2 )% (5,209 ) (17.7 )% 3,004 57.7 % Provision for income taxes 76 0.2 % 17 0.1 % 59 347.1 % Loss from continuing operations (2,281 ) (5.4 )% (5,226 ) (17.8 )% 2,945 56.4 % Income from discontinued operations, net of tax 1,147 2.7 % 3,867 13.2 % (2,720 ) (70.3 )% Net loss $ (1,134 ) (2.7 )% $ (1,359 ) (4.6 )% $ 225 16.6 % Consolidated Revenues increased by $12,857 as compared to the prior year period primarily due to a 72% increase in Industrial Solutions segment revenue primarily due to higher shipments to new and aftermarket gas turbine customers. Gearing segment revenue also increased 32% primarily due to increased shipments to power generation customers. Gross profit increased versus the prior year due primarily to higher sales within the Gearing and Industrial Solutions segments and a more profitable mix of product sold in the Industrial Solutions segment. We recorded a net loss of $1,134 during the six months ended June 30, 2026, compared to a net loss of $1,359 during the six months ended June 30, 2025. This decrease in net loss was primarily due to the factors described above, partially offset by the loss on the sale of the Abilene facility, higher transaction costs and increased employee related costs. Gearing Segment Six Months Ended June 30, 2026 2025 Orders $ 29,339 $ 14,759 Revenues 17,499 13,251 Operating loss (280 ) (1,711 ) Operating margin (1.6 )% (12.9 )% Gearing segment orders nearly doubled versus the prior year period primarily due to higher demand from customers in all markets served, most notably in power generation which reflects significant orders from a leading OEM of natural gas turbines. Gearing revenues were up 32% relative to the prior year primarily due to increased shipments to power generation customers. The Gearing segment’s operating loss decreased by $1,431 from the prior year period. This decrease was primarily attributable to higher sales in the current year period, partially offset by the absence of a favorable $482 property tax adjustment recorded in the prior year period. 21 Table of Contents Industrial Solutions Segment Six Months Ended June 30, 2026 2025 Orders $ 31,816 $ 24,013 Revenues 22,408 13,010 Operating income 3,965 816 Operating margin 17.7 % 6.3 % Industrial Solutions segment orders increased from the prior year period primarily due to an increase in demand associated with new gas turbine projects. Segment revenues increased from the prior year period primarily due to higher shipments to new and aftermarket gas turbine customers. Operating income increased versus the prior year period primarily as a result of higher sales and a more profitable mix of product sold. LIQUIDITY, FINANCIAL POSITION AND CAPITAL RESOURCES On August 4, 2022, we entered into a credit agreement (the “2022 Credit Agreement”) with Wells Fargo Bank, National Association, as lender (“Wells Fargo”), providing the Company and its subsidiaries with a $35,000 senior secured revolving credit facility (which may be further increased by up to an additional $10,000 upon the request of the Company and at the sole discretion of Wells Fargo) and a $7,578 senior secured term loan (collectively, the “2022 Credit Facility”). The proceeds of the 2022 Credit Facility are available for general corporate purposes, including strategic growth opportunities. As of June 30, 2026, cash and cash equivalents totaled $17,043 an increase of $16,586 from December 31, 2025. Debt and finance lease obligations at June 30, 2026 totaled $6,333. As of June 30, 2026, we had $3,194 outstanding under the 2022 Credit Facility and had the ability to borrow up to an additional $23,014, or $14,264 after considering the requirement to maintain minimum excess availability under the Credit Agreement equal to or greater than 25% of the revolving loan limit thereunder. On April 30, 2026, in addition to the normal required progress payments, we made a repayment of $1,420 on the outstanding senior secured term loan under the 2022 Credit Agreement in conjunction with the sale of the Abilene production facility. In addition to the 2022 Credit Facility, we also utilize supply chain financing arrangements as a component of our funding for working capital, which accelerates receivable collections and helps to better manage cash flow. Under these agreements, we have agreed to sell certain of our accounts receivable balances to banking institutions who have agreed to advance amounts equal to the net accounts receivable balances due, less a discount as set forth in the respective agreements. The balances under these agreements are accounted for as sales of accounts receivable, as they are sold without recourse. Cash proceeds from these agreements are reflected as operating activities included in the change in accounts receivable in the consolidated statements of cash flows. Fees incurred in connection with the agreements are recorded as interest expense. We also have outstanding notes payable for capital expenditures in the amount of $109 and $130 as of June 30, 2026 and December 31, 2025, respectively, with $43 and $42 included in the “Line of Credit and current maturities of long-term debt” line item of our condensed consolidated financial statements as of June 30, 2026 and December 31, 2025, respectively. The notes payable have monthly payments that range from $1 to $3 and an interest rate of approximately 6%. The equipment purchased is utilized as collateral for the notes payable. The outstanding notes payable have maturity dates that range from September 2028 to June 2029. On September 22, 2023, we 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. The Form S-3 will expire on October 12, 2026. This shelf registration statement, which includes a base prospectus, allows us to offer any combination of securities described in the prospectus in one or more offerings. Unless otherwise specified in the prospectus supplement accompanying the base prospectus, we would use the net proceeds from the sale of any securities offered pursuant to the shelf registration statement for general corporate purposes. On September 12, 2022, we entered into a Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC and HC Wainwright & Co., LLC (collectively, the “Agents”). Pursuant to the terms of the Sales Agreement, we may sell from time to time through the Agents shares of our common stock with an aggregate sales price of up to $12,000. We will pay a commission to the Agents of 2.75% of the gross proceeds of the sale of the shares sold under the Sales Agreement and reimburse the Agents for the expenses incident to the performance of their obligations under the Sales Agreement. No shares of the Company’s common stock were issued under the Sales Agreement during the year ended December 31, 2025 or six months ended June 30, 2026. As of June 30, 2026, shares of our common stock having a value of approximately $11,667 remained available for issuance under the Sales Agreement. 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. We anticipate that current cash resources, amounts available under the 2022 Credit Facility, cash to be generated from operations and equipment financing, potential proceeds from the sale of securities under the Sales Agreement, access to the public or private debt and/or equity markets, and proceeds from sales of AMP credits will be adequate to meet our liquidity needs for at least the next twelve months. 22 Table of Contents If assumptions regarding our production, sales and subsequent collections from certain of our large customers, as well as receipt of customer deposits and revenues generated from new customer orders, are materially inconsistent with management’s expectations, we may in the future encounter cash flow and liquidity issues. If our operational performance deteriorates, we may be unable to comply with existing financial covenants, and could lose access to the 2022 Credit Facility. This could limit our operational flexibility, require a delay in making planned investments and/or require us to seek additional equity or debt financing. Any attempt to raise equity through the public markets could have a negative effect on our stock price, making an equity raise more difficult or more dilutive. Any additional equity financing or equity-linked financing, if available, will be dilutive to stockholders, and additional debt financing, if available, would likely require new financial covenants or impose other operating and financial restrictions on the Company and could be on less favorable terms than the 2022 Credit Facility. While we believe that we will continue to have sufficient cash available to operate our businesses and to meet our financial obligations and debt covenants for the next twelve months, there can be no assurances that our operations will generate sufficient cash, or that credit facilities or equity or equity-linked financings will be available in an amount sufficient to enable us to meet these financial obligations. Sources and Uses of Cash The following table summarizes our cash flows from operating, investing, and financing activities for the six months ended June 30, 2026 and 2025: Six Months Ended June 30, 2026 2025 Total cash (used in) provided by: Operating activities $ (871 ) $ (3,516 ) Investing activities (3,142 ) (430 ) Financing activities (6,485 ) 16,273 Net (decrease) increase in cash $ (10,498 ) $ 12,327 Operating Cash Flows During the six months ended June 30, 2026, net cash used in operating activities totaled $871 compared to net cash used in operating activities of $3,516 during the prior year period. The decrease in net cash used in operating activities during the current year period was primarily attributable to a decrease in the loss from continuing operations, a less significant increase in inventory, and an increase in accrued liabilities in the current year period. This was partially offset by an increase in cash used to fund accounts receivable in the current year period. Investing Cash Flows During the six months ended June 30, 2026, net cash used in investing activities tot aled $3,142, comp ared to net cash used in investing activities of $430 during the prior year period. The increase in net cash provided by investing activities as compared to the prior year period was primarily due to a net increase in purchases of property and equipment. Financing Cash Flows During the six months ended June 30, 2026, net cash used in financing activities tot aled $6,485, co mpared to net cash provided by financing activities of $16,273 during the prior year period. The decrease was primarily due to debt repayments under the 2022 Credit Facility in the current year period versus net borrowings in the prior year. CRITICAL ACCOUNTING ESTIMATES There have been no material changes in our critical accounting estimates during the six months ended June 30, 2026 as compared to the critical accounting estimates described in our Annual Report on Form 10-K for the year ended December 31, 2025. 23 Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS The preceding discussion and analysis should be read in conjunction with our condensed consolidated financial statements and related notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2025. Portions of this Quarterly Report on Form 10-Q, including the discussion and analysis in this Part I, Item 2, contain “forward looking statements”, as defined in Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), that reflect our current expectations regarding our future growth, results of operations, financial condition, cash flows, performance, business prospects and opportunities, as well as assumptions made by, and information currently available to, our management. We have tried to identify forward looking statements by using words such as “anticipate,” “believe,” “expect,” “intend,” “will,” “should,” “may,” “plan” and similar expressions, but these words are not the exclusive means of identifying forward looking statements. Forward-looking statements include any statement that does not directly relate to a current or historical fact. Our forward-looking statements may include or relate to our beliefs, expectations, plans and/or assumptions with respect to the following: (i) the impact of our sale of the Abilene, Texas production facility and its effect on our financial results, (ii) our expectations and beliefs with respect to the Company’s financial guidance as set forth in our press releases from time to time, (iii) the impact of global health concerns on the economies and financial markets and the demand for our products; (iv) state, local and federal regulatory frameworks affecting the industries in which we compete, including the wind energy industry, and the related phase out, extension, continuation or renewal of federal tax incentives and grants, including the advanced manufacturing tax credits, and state renewable portfolio standards as well as new or continuing tariffs on steel or other products imported into the United States; (v) our customer relationships and our substantial dependency on a few significant customers and our efforts to diversify our customer base and sector focus and leverage relationships across business units; (vi) our ability to operate our business efficiently, comply with our debt obligations, manage capital expenditures and costs effectively, and generate cash flow; (vii) the economic and operational stability of our significant customers and suppliers, including their respective supply chains, and the ability to source alternative suppliers as necessary; (viii) our ability to continue to grow our business organically and through acquisitions; (ix) the production, sales, collections, customer deposits and revenues generated by new customer orders and our ability to realize the resulting cash flows; (x) information technology failures, network disruptions, cybersecurity attacks or breaches in data security; (xi) the sufficiency of our liquidity and alternate sources of funding, if necessary; (xii) our ability to realize revenue from customer orders and backlog; (xiii) the economy and the potential impact it may have on our business, including our customers; (xiv) the state of the wind energy market and other energy and industrial markets generally, including the availability of tax credits, and the impact of competition and economic volatility in those markets; (xv) the effects of market disruptions and regular market volatility, including fluctuations in the price of oil, gas and other commodities; (xvi) competition from new or existing industry participants including, in particular, increased competition from foreign tower manufacturers; (xvii) the effects of the change of administrations in the U.S. federal government; (xviii) our ability to successfully integrate and operate acquired companies and to identify, negotiate and execute future acquisitions; (xix) the potential loss of tax benefits if we experience an “ownership change” under Section 382 of the Internal Revenue Code of 1986, as amended; (xx) the effects of proxy contests and actions of activist stockholders; (xxi) the limited trading market for our securities and the volatility of market price for our securities; (xxii) our outstanding indebtedness and its impact on our business activities (including our ability to incur additional debt in the future); and (xxiii) the impact of future sales of our common stock or securities convertible into our common stock on our stock price. These statements are based on information currently available to us and are subject to various risks, uncertainties and other factors that could cause our actual growth, results of operations, financial condition, cash flows, performance, business prospects and opportunities to differ materially from those expressed in, or implied by, these statements including, but not limited to, those set forth under the caption “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025. We are under no duty to update any of these statements. You should not consider any list of such factors to be an exhaustive statement of all of the risks, uncertainties or other factors that could cause our current beliefs, expectations, plans and/or assumptions to change. Accordingly, forward-looking statements should not be relied upon as a predictor of actual results. 24 Table of Contents Item 3. Quantitative and Qualitative Disclosures About Market Risk We are a smaller reporting company as defined by Item 10(f)(1) of Regulation S-K under the Securities Act and as such are not required to provide information under this Item pursuant to Item 305I of Regulation S-K. Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures We seek to maintain disclosure controls and procedures (as defined in Rules 13a-15I and 15d-15I under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. This information is also accumulated and communicated to management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure. Our management, under the supervision and with the participation of our CEO and CFO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the most recent fiscal quarter reported on herein. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of June 30, 2026. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting during the three months ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ​ 25 Table of Contents PART II. OTHER INFORMATION Item 1. Legal Proceedings The information required by this item is incorporated herein by reference to Note 15, “Legal Proceedings And Other Matters” of the condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q. Item 1A. Risk Factors The Risk Factors identified in our Annual Report on Form 10-K for the year ended December 31, 2025 continue to represent the most significant risks to the Company’s future results of operations and financial conditions. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds On September 10, 2025, our Board authorized a program to repurchase up to $3,000 of our outstanding common stock. Our share repurchase program does not obligate us 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. We have no obligation to repurchase shares and we may discontinue purchases at any time that we determine additional purchases are not warranted. As of June 30, 2026, $3,000 remains available for repurchase and there were no stock repurchases during the quarter ended June 30, 2026. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not Applicable. Item 5. Other Information Rule 10b5 - 1 Trading Arrangement During the three months ended June 30, 2026, none of the Company’s directors or officers (as defined in Rule 16a - 1 (f) of the Securities Exchange Act of 1934 ) adopted, terminated or modified a Rule 10b5 - 1 trading arrangement or non-Rule 10b5 - 1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933 ). Item 6. Exhibits The exhibits listed on the Exhibit Index are filed as part of this Quarterly Report on Form 10-Q. ​ 26 Table of Contents EXHIBIT INDEX BROADWIND, INC. FORM 10-Q FOR THE QUARTER ENDED June 30, 2026 Exhibit Number ​ Exhibit 3.1 Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008 3.2 Certificate of Amendment to the Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed August 23, 2012) 3.3 Certificate of Amendment to the Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed May 6, 2020) 3.4 Certificate of Amendment to the Certificate of Incorporation of the Company (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-8 filed May 17, 2024) 3.5 Fourth Amended and Restated Bylaws of the Company, adopted as of June 26, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed June 28, 2023) 4.1 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) 31.1 Rule 13a-14(a) Certification of Chief Executive Officer* 31.2 Rule 13a-14(a) Certification of Chief Financial Officer* 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Chief Executive Officer* 32.2 Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Chief Financial Officer* 101 The following financial information from this Form 10-Q of Broadwind, Inc. for the quarter ended June 30, 2026, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Stockholders’ Equity, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to the Condensed Consolidated Financial Statements, tagged as blocks of text. 101.INS* Inline XBRL Instance 101.SCH* Inline XBRL Taxonomy Extension Schema 101.CAL* Inline XBRL Taxonomy Extension Calculation 101.DEF* Inline XBRL Taxonomy Extension Definition 101.LAB* Inline XBRL Taxonomy Extension Labels 101.PRE* Inline XBRL Taxonomy Extension Presentation 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith. ​ 27 Table of Contents SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ​ BROADWIND, INC. ​ ​ ​ ​ August 11, 2026 By: /s/ Eric B. Blashford ​ ​ Eric B. Blashford ​ ​ President and Chief Executive Officer ​ ​ (Principal Executive Officer) ​ 28