What changed in this filing

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Item 1. Business

2026-03-05 compared with 2025-03-07 · 36 added, 58 removed, 172 unchanged (35% of the section changed)

10 unchanged sentences

The Company operates under two reporting segments (1) Rail, Technologies, and Services (“Rail”) and (2) Infrastructure Solutions (“Infrastructure”), each of which has certain business units, as described below.

The Company's reportable operating segments have been determined in accordance with the Company's internal management structure, which is organized based on operating activities, the manner in which we organize segments for making operating decisions and assessing performance, and the availability of separate financial results.

The Company's reportable operating segments have been determined in accordance with the Company's internal management structure, which is organized based on operating activities, the manner in which we organize segments for making operating and resource allocation decisions and assessing performance, and the availability of separate financial results.

The following table shows the net sales for each reporting segment as a percentage of total net sales for the years ended December 31, 2025 and 2024:

13 unchanged sentences

The Rail Products business unit is comprised of the Company’s Rail Distribution, Allegheny Rail Products, and Transit Products.

The Concrete Ties business was included in Rail Products until it was sold in June of 2023.

Following are summaries of those divisions:

Rail Distribution - This division sells new rail mainly to passenger and short line freight railroads, industrial companies, and rail contractors for the replacement of existing lines or expansion of new lines.

7 unchanged sentences

These products are usually sold to contractors or by sealed bid to passenger railroads.

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Concrete Ties (“Ties”) - This division manufactured engineered concrete railroad ties for freight and passenger railroads and industrial accounts at its facility in Spokane, WA.

The Company completed the sale of the operating assets of this division in June of 2023.

Global Friction Management

9 unchanged sentences

These products, systems, and services are designed, engineered, serviced, and marketed in the US, UK, Canada, and Germany.

During 2025, the Company announced the discontinuation of the Automation and Materials Handling product line (the “AMH Exit”) as part of the Company's initiatives to scale back businesses in the UK, and as of December 31, 2025 has completed all related remaining customer obligations.

Infrastructure Solutions

The Infrastructure segment uses its industry expertise to design, manufacture, and deploy advanced technologies that positively impact the built environment, including precast concrete buildings and products, bridge products, and steel pipe protective coatings and threading.

The Infrastructure segment is composed of nine operating facilities across the US providing engineered precast concrete solutions, fabricated bridge products, and protective pipe coating and threading offerings across North America.

The Infrastructure segment is composed of ten operating facilities across the US providing engineered precast concrete solutions, fabricated bridge products, and protective pipe coating and threading offerings across North America.

Precast Concrete Products

2 unchanged sentences

The Company is a leading, high-end supplier of precast buildings in terms of volume, product options, and capabilities.

These facilities also manufacture various other precast concrete products such as sounds walls, bridge beams, box culverts, septic tanks, and other custom pre-stressed and precast concrete products at its Boise, ID, Hillsboro, TX, and Waverly, WV facilities.

These facilities also manufacture various other precast concrete products such as sound walls, bridge beams, and other wet/dry utilities concrete products at its Boise, ID, Hillsboro, TX, and Waverly, WV facilities.

Also under the CXT ® brand, the Company has facilities in Loudon, TN, near Knoxville, and Lebanon, TN near Nashville, which specialize in precast concrete walls, water management products, and forms for the commercial, civil, industrial, and residential infrastructure markets.

The Company leased a facility in Lake County, Florida in 2024, which will produce precast concrete wall systems when operations commence in 2025.

The Company also has a leased facility in Lake County, Florida which commenced operations in 2025 and produces precast concrete wall systems.

The Company also possesses proprietary license agreements to implement technologies via ENVIROCAST ® , a pre-insulated concrete wall system allowing for faster builds and design flexibility, and ENVIROKEEPER ® , a modular in-ground water retention and management system, which can be applied at all of its manufacturing facilities.

3 unchanged sentences

It also provides solutions in corrosion protection for the safe transportation of gas and liquids in pipelines as well as threaded pipe for water well applications.

Bridge Products - The Bridge Products facility in Bedford, PA manufactures a number of fabricated steel and aluminum products primarily for the highway, bridge, and transit industries, including concrete-reinforced steel grid decking, open steel grid deck, aluminum bridge railing, and stay-in-place steel bridge forms.

The Company discontinued its grid deck product line in the third quarter of 2023 and expects to complete all remaining customer obligations in 2025.

Bridge Products - The Bridge Products facility in Bedford, PA manufactures a number of fabricated steel and aluminum products primarily for the highway, bridge, and transit industries, including aluminum bridge railing, and stay-in-place steel bridge forms.

Company discontinued its grid deck product line in the third quarter of 2023 and completed substantially all remaining customer obligations in 2025.

Water Well Products - The Company’s Magnolia, TX facility cuts, threads, and paints pipe primarily for water well applications for the agriculture industry and municipal water authorities and, to a lesser extent, threading services for oil and gas production.

2 unchanged sentences

This location partners with its customer, a pipe manufacturer, to market fusion bonded epoxy coatings, abrasion resistant coatings, and internal linings for a wide variety of pipe diameters for use in pipeline projects throughout North America.

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The second location, situated in Willis, TX, applies specialty outside and inside diameter coatings for a wide variety of pipe diameters for oil and gas transmission, mining, and waste-water pipelines, as well as custom coatings for specialty pipe fittings and connections.

Precision Measurement Products and Systems - The Company previously manufactured and provided turnkey solutions for metering and injection systems primarily for the oil, and, to a lesser extent, gas industry via its Chemtec Energy Services LLC (“Chemtec”) business.

The Willis, TX location operated a fabrication plant that built metering systems for custody transfer applications, including crude oil and other petroleum-based products.

The Company completed the sale of the Chemtec business, which included all of the operating assets of this division, in March of 2023.

International Operations

11 unchanged sentences

Raw Materials and Supplies

The Company purchases a variety of raw materials from its supplier base including epoxy, electronics, and components, from both domestic and foreign suppliers.

The Company purchases from its domestic and foreign supplier base a variety of raw materials including epoxy, electronics, and other components.

The Company also purchases steel, cement, and aggregates which are primarily sourced from domestic suppliers.

8 unchanged sentences

The Company owns a number of domestic and international patents and trademarks, primarily related to products in its Global Friction Management and Technology Services and Solutions business units, as well as its Precast Concrete Products business unit.

The Company’s business segments are not dependent upon any individual patents or related group of patents, nor any individual licenses or distribution rights.

The Company’s business segments are not dependent upon any individual patents or related group of patents, nor upon any individual licenses or distribution rights.

The Company believes that, in the aggregate, the rights under its patents, trademarks, and licenses are generally important to its operations, but considers neither any individual patent, nor any licensing or distribution rights related to a specific process or product, to be of material importance in relation to its total business.

10 unchanged sentences

Foster SPIRIT.

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Diversity and Inclusion

Equal Employment Opportunity

The Company is dedicated to the principle of equal employment opportunity and the provision of a workplace free from discrimination and harassment in accordance with all applicable federal, state, and local laws and regulations.

1 unchanged sentence

Additionally, the Company will also make reasonable accommodations for individuals with known disabilities who are otherwise qualified to perform a job.

The Company continues to support the Spark initiative, which is an employee resource group available to all employees interested in furthering the mission of empowerment and professional growth of women in the workplace.

Environmental, Social, and Governance Matters

Corporate Responsibility

The Company is committed to good corporate citizenship and promoting the highest standards of environmental performance, corporate governance, and ethical behavior to positively impact the communities in which we operate.

2 unchanged sentences

We also emphasize continual improvement in preventing pollution and reducing the environmental impact of our operations while maximizing opportunities for environmental and social benefits.

In 2024, the Company issued its inaugural sustainability report, reinforcing its commitment to sustainable practices with a lens towards creating value across various areas, aligning with stakeholder sustainability needs and positioning the Company as a valuable supplier, employer, community member, and investment.

This report is intended to help drive the Company’s strategy by aligning sustainability with operations, and addresses employee practices and the Company's environmental footprint while providing insight into the sustainable benefit provided to our customers’ operations.

Health and Safety

4 unchanged sentences

The Company continually strives to develop best practices in EHS management based on international standards such as ISO 14001:2015 and ISO 45001:2018.

The Company has nine locations/businesses throughout North America and Europe where the Environmental Management Systems have been independently assessed and verified as compliant with the requirements of ISO 14001:2015 and ISO 45001:2018.

The Company has eight locations/businesses throughout North America and Europe where the Environmental Management Systems have been independently assessed and verified as compliant with the requirements of ISO 14001:2015 and ISO 45001:2018.

Leadership and Talent Management

10 unchanged sentences

Succession planning increases the availability of experienced and capable employees that are prepared to assume these critical roles as they become available.

The Company conducts an annual succession planning process where strong internal candidates are identified for key positions and a development plan is established when a need arises.

Performance Management

We strongly encourage an ongoing process of communication, including both formal and informal feedback, between a supervisor and an employee throughout the year, in support of accomplishing the strategic objectives of the organization.

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As of December 31, 2025, the Company had 1,191 employees, of which 974 were located within the US, 44 within Canada, 166 in Europe, and 7 within other locations.

1 unchanged sentence

Of the hourly production workers, 7 were represented by unions.

The Company has one collective bargaining agreement covering 8 employees which is being negotiated and is scheduled to expire in March 2025.

The Company divested its Ties division on June 30, 2023.

The Company has one collective bargaining agreement covering 7 employees which was successfully renegotiated and is now set to expire in March 2030.

The Company has not suffered any major work stoppages in recent history and considers its relations with its employees to be satisfactory.

All of the Company’s hourly and salaried employees are covered by one of its defined benefit plans or defined contribution plans.

All of the Company’s hourly and salaried employees are covered by either a defined benefit plan or a defined contribution plan.

Code of Ethics

11 unchanged sentences

Information concerning the executive officers of the Company is set forth below:

Name Age Position

Friedman 46 Senior Vice President - Steel Products and Special Projects (January 2024 - June 2024)

Executive Vice President and Chief Growth Officer (July 2024 - Present)

Guinee 55 Executive Vice President, General Counsel, and Secretary

Kasel 59 President and Chief Executive Officer

Kelly 65 Executive Vice President - Senior Advisor to the Chief Executive Officer

Lippard 56 Senior Vice President - Rail, Technologies, and Services

Ness 61 Senior Vice President - Infrastructure Solutions

Reilly 52 Corporate Controller and Principal Accounting Officer

Thalman 58 Executive Vice President and Chief Financial Officer

O'Neill 51 Senior Vice President - Human Resources

Rolli 43 Senior Vice President - Operational Administration

Executive Vice President and Chief Growth Officer

Executive Vice President, General Counsel, and Secretary

President and Chief Executive Officer

Senior Vice President - Rail, Technologies, and Services

Senior Vice President - Infrastructure Solutions

Senior Vice President - Human Resources

Corporate Controller and Principal Accounting Officer

Senior Vice President - Operational Administration

Executive Vice President and Chief Financial Officer

Friedman was elected Executive Vice President and Chief Growth Officer in July of 2024, having previously served as the Company’s Senior Vice President - Steel Products and Special Projects since December of 2023, and prior to that served as Senior Vice President, Steel Products, Vice President - Steel Products and Measurement, and Vice President - Coatings and Measurement since joining the Company in May of 2019.

4 unchanged sentences

Prior to joining the Company, Mr.

Guinee served as Vice President - Securities and Corporate and Assistant Secretary at Education Management Corporation from 2013 to early 2014, and was employed by H.

Guinee served as Vice President - Securities and Corporate and Assistant Secretary at Education

Management Corporation from 2013 to early 2014, and was employed by H.

Heinz Company from 1997 to 2013, last serving as Vice President - Corporate Governance and Securities and Assistant Secretary.

Kasel was elected President and Chief Executive Officer in July 2021, having previously served as Senior Vice President and Chief Operating Officer since December 2019, Senior Vice President - Rail and Construction from 2017 to 2019, Senior Vice President - Rail Products and Services from 2012 to 2017, Senior Vice President - Operations and Manufacturing from 2005 to 2012,

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and Vice President - Operations and Manufacturing from 2003 to 2005.

Kasel served as Vice President of Operations for Mammoth, Inc., a Nortek company from 2000 to 2003.

Kelly was elected Executive Vice President - Senior Advisor to the Chief Executive Officer in January 2025, having previously served as Executive Vice President - Human Resources and Administration since 2023, Senior Vice President - Human Resources and Administration, and was elected Vice President - Human Resources and Administration in 2012, having previously served as Vice President, Human Resources since 2006.

Prior to joining the Company, Mr.

Kelly headed Human Resources for 84 Lumber Company from 2004.

Previously, he served as a Director of Human Resources for American Greetings Corp.

from 1994 to 2004.

Lippard was elected Senior Vice President - Rail, Technologies, and Services in December of 2023 and was previously Senior Vice President - Rail from 2021 to 2023, Vice President - Rail, Technologies, and Services from 2020 to 2021, Vice President - Rail from January 2020 to November 2020 and Vice President - Rail Products from 2017 to 2019.

6 unchanged sentences

Ness served as the Rail Business Controller beginning from 2012 to 2020 and Division Controller role he had held since his initial employment with the Company in 2006.

O'Neill was elected Senior Vice President - Human Resources in January 2025, having previously served as Vice President - Human Resources since August 2020, Director - Human Resources since January 2015, and Manager - Compensation and HRIS since 2006.

Prior to joining the Company, Ms.

O'Neill had various roles last serving as Manager - Compensation and HRIS at 84 Lumber Company.

Reilly was appointed Controller and Principal Accounting Officer of the Company in January 2022.

6 unchanged sentences

Director of Finance - Asia from 2013 to 2015 in Singapore and Earthworks Controller from 2007 to 2012.

Rolli was elected Senior Vice President - Operational Administration in January 2025, having previously served as Vice President - Operational Administration since September 2023, Director - Quality from 2019 to 2023, and Senior Quality Manager from 2013 to 2017.

Prior to re-joining the Company, Ms.

Rolli served as Quality Manager at Praxair Surface Technologies Inc.

from 2017 to 2019 and previously served as Quality Manager and Laboratory Supervisor at Kennametal Inc.

from 2006 to 2013.

Thalman was elected Executive Vice President and Chief Financial Officer in June 2023, having previously served as Senior Vice President and Chief Financial Officer of the Company from February 2021.

4 unchanged sentences

Vice President - Finance Infrastructure, Director of Finance - M&A and Planning, Director of Finance – Kennametal Europe, Director of Finance - MSSG Americas, Assistant Corporate Controller, and Director of Financial Reporting.

Prior to joining the Company, Ms.

O'Neill had various roles last serving as Manager - Compensation and HRIS at 84 Lumber Company.

Prior to re-joining the Company, Ms.

Rolli served as Quality Manager at Praxair Surface Technologies Inc.

from 2017 to 2019 and previously served as Quality Manager and Laboratory Supervisor at Kennametal Inc.

from 2006 to 2013.

Officers are elected annually at the organizational meeting of the Board of Directors following the annual meeting of stockholders.

Officers are elected annually at the organizational meeting of the Board of Directors of the Company (the "Board") following the annual meeting of stockholders.

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

What changed 10-K

Item 1. Business