What changed in this filing

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Item 1. Financial Statements

2026-05-11 compared with 2026-02-09 · 280 added, 124 removed, 572 unchanged (41% of the section changed)

6 unchanged sentences

Accounts receivable-trade

Allowance for doubtful accounts

Allowance for credit losses

Retainages receivable

18 unchanged sentences

Contract liabilities

Income tax payable

Total current liabilities

5 unchanged sentences

Common stock, $ .0001 par value

Authorized 50,000,000 shares, 16,653,998 shares issued (net of treasury shares) and 16,609,071 shares outstanding (excluding 44,927 shares from unvested stock awards) at December 31, 2025 and 16,748,702 shares issued (net of treasury shares) and 16,715,026 shares outstanding (excluding 33,676 unvested shares from restricted stock awards) at September 30, 2025

Treasury stock, 1,502,075 shares at December 31, 2025 and 1,396,120 shares at September 30, 2025

Authorized 50,000,000 shares, 18,659,679 shares issued (net of treasury shares) and 18,622,287 shares outstanding (excluding 37,392 shares from unvested stock awards) at March 31, 2026 and 16,748,702 shares issued (net of treasury shares) and 16,715,026 shares outstanding (excluding 33,676 unvested shares from restricted stock awards) at September 30, 2025

Treasury stock, 1,502,236 shares at March 31, 2026 and 1,396,120 shares at September 30, 2025

Additional paid in capital

4 unchanged sentences

Total liabilities and shareholders’ equity

The Accompanying Notes are an Integral Part of These Financial Statements

The Accompanying Notes are an Integral Part of These Consolidated Financial Statements

Energy Services of America Corporation

2 unchanged sentences

Three Months Ended

Six Months Ended

Cost of revenue

Selling and administrative expenses

Income from operations

Other income (expense)

Income (loss) from operations

( 8,092,227 )

( 6,446,266 )

Other (expense) income

Other nonoperating expense

Interest expense

( 1,611,686 )

( 1,359,488 )

Gain on sale of equipment

( 1,719,802 )

Income before income taxes

Income tax expense

( 1,249,124 )

Income (loss) before income taxes

( 9,005,153 )

( 7,695,390 )

Income tax expense (benefit)

( 2,206,735 )

( 1,750,705 )

Net income (loss)

( 6,798,418 )

( 5,944,685 )

Weighted average shares outstanding-basic

Weighted average shares-diluted

Earnings per share available to common shareholders

Earnings per share-diluted available to common shareholders

The Accompanying Notes are an Integral Part of These Financial Statements

Earnings (loss) per share available to common shareholders

Earnings (loss) per share-diluted available to common shareholders

The Accompanying Notes are an Integral Part of These Consolidated Financial Statements

Energy Services of America Corporation

Consolidated Statements of Cash Flows

Three Months Ended

Six Months Ended

Cash flows from operating activities:

Net income (loss)

( 5,944,685 )

Adjustments to reconcile net income to net cash provided by operating activities:

3 unchanged sentences

Provision for deferred taxes

( 1,839,881 )

Vested restricted stock award compensation

Tax settlement on shares repurchased

Amortization of intangible assets

Accreted interest on note payable

Decrease (increase) in accounts receivable-trade

( 2,274,866 )

Increase in retainage receivable

Decrease in accounts receivable-trade

(Increase) decrease in retainage receivable

( 2,552,081 )

Increase in other receivables

(Increase) decrease in other receivables

Decrease in contract assets

Decrease in prepaid expenses and other

Decrease increase in accounts payable

Increase in prepaid expenses and other

( 1,420,233 )

Decrease in accrued expenses and other current liabilities

( 1,020,822 )

Decrease in accounts payable

( 9,461,052 )

( 4,561,534 )

Decrease in accrued expenses and other current liabilities

( 3,497,456 )

Increase in contract liabilities

4 unchanged sentences

( 5,087,101 )

Acquistion of Tribute Contracting & Consultants

Acquisition of Tribute Contracting & Consultants

( 20,783,224 )

9 unchanged sentences

Cash dividend on common stock

Proceeds from capital raise, net of discounts and fees

Principal payments on long-term debt

3 unchanged sentences

( 19,148,639 )

Increase in cash and cash equivalents

Decrease in cash and cash equivalents

( 2,130,959 )

( 2,999,803 )

Cash and cash equivalents beginning of period

7 unchanged sentences

Cash paid during the year for:

The Accompanying Notes are an Integral Part of These Financial Statements

The Accompanying Notes are an Integral Part of These Consolidated Financial Statements

Energy Services of America Corporation

Consolidated Statements of Changes in Shareholders’ Equity

For the three months ended December 31, 2025 and 2024

For the three and six months ended March 31, 2026 and 2025

Additional Paid

8 unchanged sentences

( 1,009,535 )

Restricted stock awards issued

Unearned share-based compensation

Shares repurchased as part of net settlement of restricted stock awards

Vested share compensation expense

Dividends on common stock ($ 0.03 per share on 18,622,287 shares)

Shares repurchased

Equity raise, net of fees and offering expenses

Balance at March 31, 2026

( 1,352,656 )

Additional Paid

6 unchanged sentences

( 1,237,865 )

The Accompanying Notes are an Integral Part of These Financial Statements

( 6,798,418 )

Dividends on common stock ($ 0.03 per share on 16,716,809 shares)

Vested restricted stock award

Balance at March 31, 2025

( 8,537,787 )

The Accompanying Notes are an Integral Part of These Consolidated Financial Statements

ENERGY SERVICES OF AMERICA CORPORATION

23 unchanged sentences

The financial statements reflect all adjustments (consisting primarily of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the Company’s financial position and results of operations.

The operating results for the three months ended December 31, 2025 and 2024 are not necessarily indicative of the results to be expected for the full year or any other interim period.

The operating results for the three and six months ended March 31, 2026 and 2025 are not necessarily indicative of the results to be expected for the full year or any other interim period.

Principles of Consolidation

10 unchanged sentences

Please refer to Note 2 “ Summary of Significant Accounting Policies ” of the consolidated financial statements in our Annual Report on Form 10-K for the year ended September 30, 2025, for a more detailed discussion of our significant accounting policies.

There were no material changes to these significant accounting policies during the three months ended December 31, 2025.

There were no material changes to these significant accounting policies during the six months ended March 31, 2026.

ACCOUNTING FOR PAYCHECK PROTECTION PROGRAM LOANS

16 unchanged sentences

The requested information was subsequently provided to the SBA through the Lender.

As of December 31, 2025, there have been no further requests or communications from the SBA relating to the PPP Loans.

As of March 31, 2026, there have been no further requests or communications from the SBA relating to the PPP Loans.

Borrowers must retain PPP documentation for at least six years after the date the loan is forgiven or paid in full, and the SBA and SBA Inspector General must be granted these files upon request.

59 unchanged sentences

Corporate and non-allocated costs include non-allocated corporate salaries, benefits and incentive compensation, acquisition and integration costs, non-cash stock-based compensation, investor relation expenses, and accounting review and audit fees.

The following tables show interim segment financial information for the three months ended and at December 31, 2025:

The following tables show interim segment financial information for the three and six months ended and at March 31, 2026:

Infrastructure

Three Months Ended December 31, 2025

Three Months Ended March 31, 2026

Segment direct operating expenses (excluding depreciation)

7 unchanged sentences

Segment income from operations

( 1,022,637 )

Segment operating margin percentage

2 unchanged sentences

Total consolidated income from operations

At December 31, 2025

Infrastructure

Property, plant and equipment, at cost, less accumulated depreciation

The following tables show interim segment financial information for the three months ended and at December 31, 2024:

Infrastructure

Three Months Ended December 31, 2024

Six Months Ended March 31, 2026

Segment direct operating expenses (excluding depreciation)

11 unchanged sentences

Total consolidated income from operations

At December 31, 2024

At March 31, 2026

Infrastructure

Property, plant and equipment, at cost, less accumulated depreciation

The following tables show interim segment financial information for the three and six months ended and at March 31, 2025:

Infrastructure

Three Months Ended March 31, 2025

Segment direct operating expenses (excluding depreciation)

Direct depreciation expense

Segment gross (loss) profit

( 4,226,939 )

Segment gross profit percentage

Selling, general, and administrative expenses

Indirect depreciation expense

Intangible asset amortization expenses

Segment indirect operating expenses

Segment (loss) income from operations

( 9,148,451 )

( 6,705,180 )

Segment operating margin percentage

Corporate and non-allocated costs

Corporate depreciation expense

Total consolidated (loss) income from operations

( 8,092,227 )

Infrastructure

Six Months Ended March 31, 2025

Segment direct operating expenses (excluding depreciation)

Direct depreciation expense

Segment gross profit

Segment gross profit percentage

Selling, general, and administrative expenses

Indirect depreciation expense

Intangible asset amortization expenses

Segment indirect operating expenses

Segment (loss) income from operations

( 8,100,746 )

( 3,173,546 )

Segment operating margin percentage

Corporate and non-allocated costs

Corporate depreciation expense

Total consolidated (loss) income from operations

( 6,446,266 )

At March 31, 2025

Infrastructure

Property, plant and equipment, at cost, less accumulated depreciation

DISAGGREGATION OF REVENUE

3 unchanged sentences

Lump Sum, Unit Price, Cost Plus and T&M.

The following tables present our disaggregated revenue for the three months ended December 31, 2025 and 2024:

Three Months Ended December 31, 2025

The following tables present our disaggregated revenue for the three and six months ended March 31, 2026 and 2025:

Three Months Ended March 31, 2026

Gas & Petroleum

9 unchanged sentences

Total revenue from contracts

Three Months Ended December 31, 2024

Six Months Ended March 31, 2026

Gas & Petroleum

9 unchanged sentences

Total revenue from contracts

Three Months Ended March 31, 2025

Gas & Petroleum

Mechanical, &

Total revenue

from contracts

Lump sum contracts

Unit price contracts

Cost plus and T&M contracts

Total revenue from contracts

Earned over time

Earned at point in time

Total revenue from contracts

Six Months Ended March 31, 2025

Gas & Petroleum

Mechanical, &

Total revenue

from contracts

Lump sum contracts

Unit price contracts

Cost plus and T&M contracts

Total revenue from contracts

Earned over time

Earned at point in time

Total revenue from contracts

The Company’s disaggregated revenue does vary slightly from the Company’s segment reporting due to combining the Industrial and Building Construction into Electrical, Mechanical, & and General, and one legal entity in the Underground Infrastructure Construction segment that performs services other than underground construction that are included in Electrical, Mechanical, & General.

7 unchanged sentences

The timing of billings to customers may generate contract assets or contract liabilities.

During the three months ended December 31, 2025, we recognized revenue of $ 14.7 million that was included in the contract liability balance at September 30, 2025.

Accounts receivable-trade, net of allowance for doubtful accounts, contract assets and contract liabilities consisted of the following:

December 31, 2025

During the three and six months ended March 31, 2026, we recognized revenue of $ 11.2 million and $ 25.9 million, respectively, that was included in the contract liability balance at September 30, 2025.

Accounts receivable-trade, net of allowance for credit losses, contract assets and contract liabilities consisted of the following:

March 31, 2026

September 30, 2025

Accounts receivable-trade, net of allowance for doubtful accounts

Accounts receivable-trade, net of allowance for credit losses

( 15,979,812 )

5 unchanged sentences

PERFORMANCE OBLIGATIONS

For the three months ended December 31, 2025, there was no significant revenue recognized as a result of changes in contract transaction price related to performance obligations that were satisfied prior to September 30, 2025.

For the three and six months ended March 31, 2026, there was no significant revenue recognized as a result of changes in contract transaction price related to performance obligations that were satisfied prior to September 30, 2025.

Changes in contract transaction price can result from items such as executed or estimated change orders, and unresolved contract modifications and claims.

At December 31, 2025, the Company had $ 236.0 million in remaining unsatisfied performance obligations, in which revenue is expected to be recognized over the next twelve months.

At March 31, 2026, the Company had $ 256.6 million in remaining unsatisfied performance obligations, in which revenue is expected to be recognized over the next twelve months.

UNCOMPLETED CONTRACTS

Costs, estimated earnings, and billings on uncompleted contracts as of December 31, 2025 and September 30, 2025, are summarized as follows:

December 31, 2025

Costs, estimated earnings, and billings on uncompleted contracts as of March 31, 2026 and September 30, 2025, are summarized as follows:

March 31, 2026

September 30, 2025

6 unchanged sentences

( 2,700,567 )

The Company’s unaudited backlog at December 31, 2025 and September 30, 2025 was $ 301.4 million and $ 259.7 million, respectively.

The Company’s unaudited backlog at March 31, 2026 and September 30, 2025 was $ 325.1 million and $ 259.7 million, respectively.

FAIR VALUE MEASUREMENTS

12 unchanged sentences

The fair value of the Company’s long term fixed-rate debt was estimated using a discounted cash flow analysis and a yield rate that was estimated based on the borrowing rates currently available to the Company for bank loans with similar terms and maturities.

The fair value of the aggregate principal amount of the Company’s fixed-rate debt of $ 41.2 million at December 31, 2025 was $ 40.7 million.

The fair value of the aggregate principal amount of the Company’s fixed-rate debt of $ 31.4 million at March 31, 2026 was $ 31.1 million.

The fair value of the aggregate principal amount of the Company’s fixed-rate debt of $ 43.8 million at September 30, 2025 was $ 42.8 million.

1 unchanged sentence

EARNINGS PER SHARE

The amounts used to compute the earnings per share for the three months ended December 31, 2025 and 2024 are summarized below.

The amounts used to compute the earnings per share for the three and six months ended March 31, 2026 and 2025 are summarized below.

Three Months Ended

December 31, 2025

December 31, 2024

Six Months Ended

March 31, 2026

March 31, 2025

March 31, 2026

March 31, 2025

Net income (loss)

( 6,798,418 )

( 5,944,685 )

Weighted average shares outstanding-basic

Weighted average shares outstanding-diluted

Earnings per share available to common shareholders

Earnings per share-diluted available to common shareholders

Earnings (loss) per share available to common shareholders

Earnings (loss) per share-diluted available to common shareholders

The components of income taxes are as follows:

Three Months Ended

December 31, 2025

December 31, 2024

Six Months Ended

March 31, 2026

March 31, 2025

March 31, 2026

March 31, 2025

( 1,687,935 )

( 1,392,961 )

( 1,687,935 )

( 1,392,961 )

Total income tax expense

( 2,206,735 )

( 1,750,705 )

The Company’s income tax expense and deferred tax assets and liabilities reflect management’s best estimate of current and future taxes to be paid.

1 unchanged sentence

The Company’s provision for income taxes is computed by applying a federal rate of 21.0 % and a blended state rate of approximately 5.0 % to 6.0 % to taxable income or loss after consideration of non-taxable and non-deductible items.

The effective income tax rate for the three months ended December 31, 2025 was 29.5 %, as compared to 34.8 %, for the same period in 2024.

The effective income tax rate for the three months ended March 31, 2026 was 47.7 %, as compared to 24.5 %, for the same period in 2025.

The effective income tax rate for the six months ended March 31, 2026 was 31.3 %, as compared to 22.8 %, for the same period in 2025.

Effective income tax rates are estimates and may vary from period to period due to changes in the amount of taxable income and non-deductible expenses.

1 unchanged sentence

The income tax effects of temporary differences giving rise to the deferred tax assets and liabilities are as follows:

December 31, 2025

March 31, 2026

September 30, 2025

11 unchanged sentences

A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.

The Company had $ 5.2 million and $ 6.9 million of federal net operating loss carryforwards at December 31, 2025 and September 30, 2025, respectively.

The Company had $ 26.0 million and $ 41.9 million of state net operating loss carryforwards at December 31, 2025 and September 30, 2025, respectively.

The Company had $ 6.1 million and $ 6.9 million of federal net operating loss carryforwards at March 31, 2026 and September 30, 2025, respectively.

The Company had $ 35.1 million and $ 41.9 million of state net operating loss carryforwards at March 31, 2026 and September 30, 2025, respectively.

The state net operating loss carryforwards begin to expire in 2026.

7 unchanged sentences

The line of credit is limited to a borrowing base calculation as summarized below:

December 31, 2025

March 31, 2026

September 30, 2025

Eligible borrowing base

Borrowed on line of credit

Borrowings on line of credit

Line of credit balance available

Interest rate

The Company’s $ 17.0 million and $ 24.8 million line of credit borrowings are recorded as a long-term debt as of December 31, 2025 and September 30, 2025, respectively.

The Company did no t have any line of credit borrowings at March 31, 2026.

The Company’s $ 24.8 million line of credit borrowings are recorded as a long-term debt as of September 30, 2025.

The financial covenants required by the Company’s lender are below:

8 unchanged sentences

The Company’s lender has agreed to omit the effect of the PPP loan restatement from the Company’s covenant compliance calculations while a final decision on PPP loan forgiveness remains in question.

The Company was in compliance with all covenants at December 31, 2025 except for the debt service coverage for which the Company received a waiver from its lender.

The Company is projected to meet all non-waived covenant requirements for the next twelve months.

The Company was in compliance with all covenants at March 31, 2026.

The Company is projected to meet all covenant requirements for the next twelve months.

Paycheck Protection Program Loans

16 unchanged sentences

The requested information was subsequently provided to the SBA through the Lender.

As of December 31, 2025, there have been no further requests or communications from the SBA relating to the PPP Loans.

As of March 31, 2026, there have been no further requests or communications from the SBA relating to the PPP Loans.

Borrowers must retain PPP documentation for at least six years after the date the loan is forgiven or paid in full, and the SBA and SBA Inspector General must be granted these files upon request.

2 unchanged sentences

Any penalties in addition to the potential repayment of the PPP Loans could negatively impact the Company’s business, financial condition and results of operations and prospects.

A summary of short-term and long-term debt as of December 31, 2025 and September 30, 2025 is as follows:

December 31, 2025

A summary of short-term and long-term debt as of March 31, 2026 and September 30, 2025 is as follows:

March 31, 2026

September 30, 2025

4 unchanged sentences

Term note payable to United Bank, WV Pipeline acquisition, due in monthly installments of $ 64,853 , including fixed interest at 4.25 %, final payment due by March 25, 2026, secured by receivables and equipment, guaranteed by certain directors of the Company.

Notes payable to finance companies, due in monthly installments totaling $ 260,000 at December 31, 2025 and $ 244,000 at September 30, 2025, including interest ranging from 0.00 % to 6.0 %, final payments due January 2026 through November 2029, secured by equipment.

Notes payable to finance companies, due in monthly installments totaling $ 281,000 at March 31, 2026 and $ 244,000 at September 30, 2025, including interest ranging from 0.00 % to 6.0 %, final payments due April 2026 through February 2030, secured by equipment.

Notes payable to United Bank, Tribute acquisition finance, due in monthly installments totaling $ 272,016 , including fixed interest at 6.9 %, final payment due December 2030 secured by receivables and equipment, guaranteed by certain directors of the Company.

63 unchanged sentences

If a company fails this test or decides to bypass this step, it must proceed with a quantitative assessment of goodwill impairment.

The Company did no t have a goodwill impairment at December 31, 2025 or September 30, 2025.

A table of the Company’s goodwill as of December 31, 2025 and September 30, 2025 is below:

December 31, 2025

The Company did no t have a goodwill impairment at March 31, 2026 or September 30, 2025.

A table of the Company’s goodwill as of March 31, 2026 and September 30, 2025 is below:

March 31, 2026

September 30, 2025

1 unchanged sentence

Ending balance

A table of the Company’s intangible assets subject to amortization at December 31, 2025 and September 30, 2025 is below:

A table of the Company’s intangible assets subject to amortization at March 31, 2026 and September 30, 2025 is below:

Remaining Life

3 unchanged sentences

and Impairment

(in months) at

4 unchanged sentences

September 30,

Ended December 31,

at December 31,

Ended March 31,

at September 30,

13 unchanged sentences

Amortization expense associated with the identifiable intangible assets is expected to be as follows:

January 2026 to December 2026

January 2027 to December 2027

January 2028 to December 2028

January 2029 to December 2029

January 2030 to December 2030

April 2026 to March 2027

April 2027 to March 2028

April 2028 to March 2029

April 2029 to March 2030

April 2030 to March 2031

The weighted-average amortization period by major intangible asset class and in total are as follows:

Intangible asset class

Remaining Years

Customer relationships

All intangible assets

LEASE OBLIGATIONS

The Company leases office space for SQP for $ 1,500 per month.

The lease, which was originally signed on March 25, 2021, is for a period of two years with five one-year renewals available immediately following the end of the base term.

As of December 31, 2025, the Company has only committed to a one-year renewal and is evaluating whether to renew for additional periods.

The Company has two right-of-use operating leases acquired on April 29, 2022, as part of the Tri-State Paving, LLC transaction.

The first operating lease, for the Hurricane, West Virginia facility, had a net present value of $ 236,000 at inception, and a carrying value of $ 0 at December 31, 2025.

The 4.5 % interest rate on the operating lease is based on the Company’s incremental borrowing rate at inception.

The Company signed an amendment to extend the lease for one year after the original lease expired.

As of December 31, 2025, the Company has only committed to a one-year renewal and is evaluating whether to renew for additional periods.

The second operating lease, for the Chattanooga, Tennessee facility, had a net present value of $ 144,000 at inception, and expired on August 31, 2024.

The lease was renewed for a two - year period with a net present value of $ 140,000 and had a carrying value of $ 30,000 at December 31, 2025.

The 8.5 % interest rate on the operating lease is based on the Company’s incremental borrowing rate at inception.

The Company has a right-of-use operating lease with Enterprise acquired on August 11, 2022, as part of the Ryan Environmental acquisition.

This lease agreement was initially for thirty-one vehicles with a net present value of $ 1.2 million.

The Company subsequently netted fifty additional leased vehicles.

The right-of-use operating lease had a carrying value of $ 1.7 million at December 31, 2025.

Each vehicle leased under the master lease program has its own implicit rate.

The Company has a right-of-use operating lease acquired on March 28, 2023.

This lease, for the Winchester, Kentucky facility, had a net present value of $ 290,000 at inception and a carrying value of $ 17,000 at December 31, 2025.

The 7.5 % interest rate on the operating lease is based on the Company’s incremental borrowing rate at inception.

The Company has a right-of-use operating lease acquired on December 1, 2025.

This lease, for the Columbus, Ohio facility, had a net present value of $ 255,000 at inception and a carrying value of $ 250,000 at December 31, 2025.

The 6.75 % interest rate on the operating lease is based on the Company’s incremental borrowing rate at inception.

Schedules related to the Company’s operating leases at the fiscal year ended December 31, 2025 and 2024 can be found below:

The Company leases office space for SQP at a rate of $ 1,500 per month.

The lease, originally executed on March 25, 2021, has a two-year base term with five one-year renewal options available following expiration of the base term.

As of March 31, 2026, the Company has committed to a one-year renewal period and is evaluating the exercise of additional renewal options.

The Company has two right-of-use operating leases acquired on April 29, 2022, as part of the Tri-State Paving, LLC acquisition.

The first lease, for the Hurricane, West Virginia facility, had a net present value of $ 236,000 at inception and a carrying value of $ 0 at March 31, 2026.

The lease bears interest at 4.5 %, based on the Company’s incremental borrowing rate at inception.

The Company executed an amendment to extend the lease for one additional year following the expiration of the original term.

As of March 31, 2026, the Company has committed to one renewal period and is evaluating additional renewals.

The second lease, for the Chattanooga, Tennessee facility, had a net present value of $ 144,000 at inception and expired on August 31, 2024.

The lease was renewed for a two - year term with a net present value of $ 140,000 and had a carrying value of $ 17,000 at March 31, 2026.

The lease bears interest at 8.5 %, based on the Company’s incremental borrowing rate at inception.

The Company has a right-of-use operating lease with Enterprise Fleet Management, acquired on August 11, 2022, as part of the Ryan Environmental acquisition.

The master lease initially covered 31 vehicles with a net present value of $ 1.2 million.

The Company subsequently added 58 additional vehicles under the arrangement.

The lease had a carrying value of $ 1.8 million at March 31, 2026.

Each vehicle under the master lease arrangement carries its own implicit rate.

The Company has a right-of-use operating lease acquired on March 28, 2023 for the Winchester, Kentucky facility.

The lease had a net present value of $ 290,000 at inception and a carrying value of $ 0 at March 31, 2026.

The lease bears interest at 7.5 %, based on the Company’s incremental borrowing rate at inception.

The lease was renewed for a three-year term in April 2026.

The Company has a right-of-use operating lease acquired on December 1, 2025 for the Columbus, Ohio facility.

The lease had a net present value of $ 255,000 at inception and a carrying value of $ 236,000 at March 31, 2026.

The lease bears interest at 6.75 %, based on the Company’s incremental borrowing rate at inception.

The Company has a right-of-use operating lease acquired on January 1, 2026 for the Oklahoma City, Oklahoma facility.

The lease had a net present value of $ 208,000 at inception and a carrying value of $ 186,000 at March 31, 2026.

The lease bears interest at 6.75 %, based on the Company’s incremental borrowing rate at inception.

The Company also has a right-of-use operating lease acquired on January 1, 2026 for the Louisville, Kentucky facility.

The lease had a net present value of $ 128,000 at inception and a carrying value of $ 128,000 at March 31, 2026.

The lease bears interest at 6.75 %, based on the Company’s incremental borrowing rate at inception.

Lease payments do not commence until April 1, 2026.

Schedules related to the Company’s operating leases for the three and six months ended March 31, 2026 and 2025 and at March 31, 2026 can be found below:

Operating Lease-Weighted Average Remaining Term

4 unchanged sentences

Operating lease 4

Operating lease 5

Operating lease 6

Operating lease 7

Weighted average remaining term

Operating Lease Maturity Schedule

January 2026 to December 2026

January 2027 to December 2027

January 2028 to December 2028

January 2029 to December 2029

April 2026 to March 2027

April 2027 to March 2028

April 2028 to March 2029

April 2029 to March 2030

Less amounts representing interest

2 unchanged sentences

Three Months Ended

Six Months Ended

Operating Lease Expense

4 unchanged sentences

Operating lease 5

Operating lease 6

Operating lease 7

Total amortization

4 unchanged sentences

Operating lease 5

Operating lease 6

Operating lease 7

Total interest

2 unchanged sentences

Three Months Ended

Six Months Ended

Cash Paid for Operating Leases

4 unchanged sentences

Operating lease 5

Operating lease 6

Operating lease 7

The Company rents equipment for use on construction projects with rental agreements week to week or month to month.

Rental expense can vary by fiscal year due to equipment requirements on construction projects and the availability of Company owned equipment.

Rental expenses, which is included in cost of goods sold on the consolidated statements of income, was $ 7.0 million and $ 5.0 million for the three months ended December 31, 2025, and 2024, respectively.

Rental expenses, which is included in cost of goods sold on the consolidated statements of income, were $ 4.8 million and $ 3.9 million for the three months ended March 31, 2026, and 2025, respectively, and $ 11.8 million and $ 9.0 million for the six months ended March 31, 2026 and 2025, respectively.

SHARE-BASED COMPENSATION

9 unchanged sentences

Withheld shares, which are valued at the market price on the date of grant, are recorded as a reduction to additional paid-in capital, and related payments to taxing authorities are reflected within financing activities in the consolidated statements of cash flows.

For the three months ended December 31, 2025 and 2024, the Company granted 11,251 and 0 shares, respectively, related to restricted stock awards.

The table below represents all unvested restricted stock awards at December 31, 2025:

For the three and six months ended March 31, 2026, the Company granted 8,343 and 19,594 shares, respectively, related to restricted stock awards.

The Company granted 3,970 shares related to restricted stock awards for the three and six months ended March 31, 2025.

The table below represents all unvested restricted stock awards at March 31, 2026:

Vesting (1/3 Annual)

at December 31, 2025

at March 31, 2026

Shares Granted

2 unchanged sentences

Weighted average grant-date fair value

The table below represents all restricted stock awards to Named Executive Officers as of December 31, 2025:

The table below represents all restricted stock awards to Named Executive Officers as of March 31, 2026:

Vesting (1/3 Annual)

at December 31, 2025

at March 31, 2026

Shares Granted

5 unchanged sentences

Charles Crimmel

Weighted average grant-date fair value

The table below represents the total unvested restricted stock awards and grant amounts that will vest in future periods at December 31, 2025:

The table below represents the total unvested restricted stock awards and grant amounts that will vest in future periods at March 31, 2026:

Grant Vesting

January 2026-December 2026

January 2027-December 2027

January 2028-December 2028

The table below represents the total unrecognized compensation expense for unvested restricted stock awards to be expensed in future periods at December 31, 2025:

January 2026-December 2026

January 2027-December 2027

January 2028-December 2028

April 2026-March 2027

April 2027-March 2028

April 2028-March 2029

The table below represents the total unrecognized compensation expense for unvested restricted stock awards to be expensed in future periods at March 31, 2026:

April 2026-March 2027

April 2027-March 2028

April 2028-March 2029

On February 18, 2026, The Company entered into an underwriting agreement (the “Underwriting Agreement”) with Lake Street Capital Markets, LLC (the “Underwriter”).

Pursuant to the terms of the Underwriting Agreement, the Company agreed to issue and sell, and the Underwriter agreed to purchase, subject to and on the conditions set forth therein, 1,740,000 shares of the Company’s common stock, par value $ 0.0001 per share (“Common Stock”), in a registered public offering pursuant to an effective shelf registration statement on Form S-3 (File No.

333-280025) and a related prospectus, including the related prospectus supplement, filed with the Securities and Exchange Commission (the “Offering”).

Under the terms of the Underwriting Agreement, the Company granted the Underwriter a 30 -day option to purchase up to an additional 261,000 shares of Common Stock.

The Offering closed on February 20, 2026, with the Underwriter purchasing 1,740,000 shares of the Company’s Common Stock at the public offering price of $ 11.50 per share.

Net proceeds from the Offering to the Company were approximately $ 18.4 million, after deducting underwriting discounts and commissions and estimated offering expenses.

On February 24, 2026, the Underwriter exercised its overallotment option and completed the sale of an additional 261,000 shares of common stock at the public offering price of $ 11.50 per share.

The proceeds to the Company in connection with the exercise of the option and the issuance of the additional shares, after deducting the underwriting discount and commissions but before deducting other expenses payable by the Company, were approximately $ 2.8 million.

SUBSEQUENT EVENTS

On January 15, 2026, the Company paid a quarterly dividend of $ 0.03 per common share to shareholders of record as of December 31, 2025.

On April 15, 2026, the Company paid a quarterly dividend of $ 0.03 per common share to shareholders of record as of March 31, 2026.

Management has evaluated all subsequent events for accounting and disclosure.

1 unchanged sentence

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

What changed 10-Q

Item 1. Financial Statements