What changed in this filing

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Item 1. Business

2025-11-19 compared with 2024-11-20 · 27 added, 14 removed, 114 unchanged (26% of the section changed)

6 unchanged sentences

Powell (UK) Limited;

and Powell Industries International, B.V.

and Powell Industries International Limited.

We are headquartered in Houston, Texas and primarily serve the oil and gas and petrochemical markets, the electric utility market, and commercial and other industrial markets.

5 unchanged sentences

References to Fiscal 2025, Fiscal 2024 and Fiscal 2023 used throughout this Annual Report relate to our fiscal years ended September 30, 2025, 2024 and 2023, respectively.

Recent Developments

Business Acquisition

On August 15, 2025, we completed the previously announced business acquisition of Remsdaq Limited (Remsdaq), a U.K.-based manufacturer of Supervisory Control and Data Acquisition (SCADA) Remote Terminal Units (RTUs) for electrical substation control and automation in generation, transmission and distribution, for a total consideration of £13.6 million Pounds Sterling, or $18.4 million, including cash acquired.

Business Acquisition of the Notes to Consolidated Financial Statements for additional information.

Houston Electrical Products Manufacturing Facility Expansion

In Fiscal 2025, we completed the expansion and improvement project at our electrical products facility in Houston, Texas, and the incremental capacity has been placed into service.

Production Capacity Expansion at Jacintoport Manufacturing Facility

In August 2025, we announced a $12.4 million investment to expand production capacity at our Jacintoport manufacturing facility in Houston, Texas.

The investment will add an incremental 335,000 square feet of productive capacity for Power Control Room laydown area, a 62% increase from the current yard capacity.

The investment will also double the length of the existing shoreline bulkhead to 1,150 feet to support increased schedule flexibility and multiple ship lanes for the varied needs and project timelines of our customers.

The incremental capacity is initially expected to support the Company’s oil and gas customers but can be utilized to support each of our market sectors.

Construction is expected to begin during the first quarter of Fiscal 2026 and is expected to be completed in the second half of Fiscal 2026.

Products and Services

12 unchanged sentences

We seek to establish long-term relationships with the end users of our systems as well as EPC firms contracted by those end users.

We believe that fostering a culture of safety and focusing on customer satisfaction, along with our strong balance sheet, allows us to capitalize on opportunities in the industries we serve.

Due to the nature and timing of large projects, a significant percentage of our revenues in a given period may result from one specific contract or customer.

We believe that fostering a culture of safety and focusing on customer satisfaction, along with our strong balance sheet, allow us to capitalize on opportunities in the industries we serve.

Due to the nature and timing of large projects, a large percentage of our revenues in a given period may result from a few specific contracts or customers.

Contracts often represent large-scale and complex projects with an individual customer.

12 unchanged sentences

Additionally, we may acquire from time to time intellectual property to expand our product offering and application.

For example, in December 2023, we acquired intellectual property for a total consideration of $0.5 million.

For example, in August 2025, we acquired Remsdaq, which included an acquisition of technology of approximately $3 million.

Intellectual property not covered by patents (or patent applications) includes trade secrets and other technological know-how that is not patentable or for which we have elected not to seek patent protection, including intellectual property relating to our manufacturing processes and engineering designs.

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2025 2024 2023

Oil and gas (excluding petrochemical) 41% 39% 40%

Petrochemical 18% 13% 13%

Oil and gas (excludes petrochemical) 37% 41% 39%

Electric utility 25% 19% 23%

Commercial and other industrial 16% 15% 15%

Petrochemical 14% 18% 13%

Light rail traction power 4% 2% 4%

2 unchanged sentences

In the oil and gas markets, we serve the upstream, midstream and downstream end markets, including onshore and offshore production, liquefied natural gas (LNG) facilities and terminals, pipelines and refineries.

In addition to the traditional crude oil refining and other oil and gas downstream processes, we have recently expanded our end markets into hydrogen production, carbon capture, as well as alternative fuels, such as biofuels and sustainable aviation fuel, in response to the demand for clean energy.

In addition to the traditional crude oil refining and other oil and gas downstream processes, we have expanded our end markets into hydrogen production, carbon capture, as well as alternative fuels, such as biofuels and sustainable aviation fuel, in response to the demand for clean energy.

Within the petrochemical market, our primary customers typically are engaged in leveraging hydrocarbon or natural gas feedstocks for the production of petrochemical, or oil- or gas-to-chemical products, including polyethylene, polypropylene, fertilizer, methanol, and related petrochemical applications.

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Typically, our contracts may have an early termination for convenience clause at the discretion of our customers;

however, most of these contracts typically provide for the reimbursement of our costs incurred and a reasonable margin in the event of such early termination.

however, most of these contracts typically provide for the reimbursement of our costs incurred and

a reasonable margin in the event of such early termination.

Our methodology for determining backlog may not be comparable to the methodology used by other companies.

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Uncertainty and fluctuating global demand have led to significant volatility across commodity markets.

We have experienced supply chain disruptions driven predominately by availability and cost volatility across our raw materials, engineered components and labor force.

We have occasionally experienced supply chain disruptions driven predominately by availability and cost volatility across our raw materials, engineered components and labor force.

As our procurement function seeks to address specific supply chain challenges, we are working closely with our suppliers to meet our customer commitments.

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At September 30, 2025, we had 3,143 full-time employees and 315 contract employees located primarily in the United States, Canada and the United Kingdom (U.K.).

Our employees are not represented by unions, and we maintain good relationships with our employees.

Our employees are not represented by unions, and we believe that our relationship with our employees is good.

Periodically, we find it challenging to source qualified personnel in certain geographic areas due to increased construction or economic activity.

2 unchanged sentences

Our top human capital priorities include the well-being, health and safety, and retention of our employees, as well as enhanced learning and leadership training opportunities, workplace safety, internal promotion and key employee retention.

We emphasize a culture of safety that runs throughout the Company.

We establish annual goals and monthly operating metrics and, as a result, had a safety incident rate of 0.74 for Fiscal Year 2024, which is below the industry average, according to the U.S.

Powell emphasizes a culture of safety that runs throughout the Company.

We establish annual safety goals and monthly operating metrics which have resulted in a safety emergency modification rating (EMR) 0.80, which is below the industry average of 1.0, according to the U.S.

Bureau of Labor Statistics.

We believe that the eight-year average tenure of our employees is a reflection of our inclusive and supportive culture, focused efforts on internal promotion, key employee retention and succession planning.

We believe that the seven-year average tenure of our employees is a reflection of our inclusive and supportive culture, and focused efforts on internal promotion, key employee retention and succession planning.

Our annual Organizational Capabilities Review is focused on succession planning within our organization and is reviewed annually by our Board of Directors.

8 unchanged sentences

Our policies mandate compliance with applicable laws and regulations administered by various state, federal and international agencies, and are designed to promote and encourage ethical practices in our everyday operations.

We have established a multi-faceted compliance program that includes educating employees and leadership, performing risk-based due diligence and evaluating our supplier base.

We have established a multi-faceted compliance program that includes educating employees and leadership, performing risk-based due diligence and evaluating our supplier and customer base.

We believe that the compliance cost associated with these governmental regulations will not have a material impact on our capital expenditures, results of operations or competitive position.

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