What changed in this filing

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Item 1. Financial Statements

2026-05-05 compared with 2026-02-04 · 116 added, 91 removed, 549 unchanged (27% of the section changed)

4 unchanged sentences

(In thousands, except share and per share data)

December 31, 2025 September 30, 2025

March 31, 2026 September 30, 2025

Current Assets:

52 unchanged sentences

(In thousands, except per share data)

Three months ended December 31,

Three months ended March 31, Six months ended March 31,

2026 2025 2026 2025

Revenues $ 296,615 $ 278,631 $ 547,799 $ 520,062

22 unchanged sentences

(In thousands)

Three months ended December 31,

Three months ended March 31, Six months ended March 31,

2026 2025 2026 2025

Net income $ 45,887 $ 46,330 $ 87,277 $ 81,093

16 unchanged sentences

Balance, December 31, 2025 38,840 $ 129 $ 50,721 $ 667,941 ( 2,418 ) $ ( 24,999 ) $ ( 24,906 ) $ 668,886

Net income — — — 45,887 — — — 45,887

Foreign currency translation adjustments — — — — — — ( 3,224 ) ( 3,224 )

Stock-based compensation 10 — 1,270 — — — — 1,270

Shares withheld in lieu of employee tax withholding — — ( 459 ) — — — — ( 459 )

Dividends — — 5 ( 3,296 ) — — — ( 3,291 )

Balance, March 31, 2026 38,850 $ 129 $ 51,537 $ 710,532 ( 2,418 ) $ ( 24,999 ) $ ( 28,130 ) $ 709,069

Additional Other

8 unchanged sentences

Balance, December 31, 2024 38,612 $ 129 $ 59,959 $ 493,673 ( 2,418 ) $ ( 24,999 ) $ ( 32,430 ) $ 496,332

Net income — — — 46,330 — — — 46,330

Foreign currency translation adjustments — — — — — — 937 937

Stock-based compensation 11 — 1,031 — — — — 1,031

Dividends — — — ( 3,267 ) — — — ( 3,267 )

Balance, March 31, 2025 38,623 $ 129 $ 60,990 $ 536,736 ( 2,418 ) $ ( 24,999 ) $ ( 31,493 ) $ 541,363

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

3 unchanged sentences

(In thousands)

Three months ended December 31,

Six months ended March 31,

Operating Activities:

20 unchanged sentences

Purchases of property, plant and equipment ( 3,861 ) ( 6,263 )

Net cash provided by (used in) investing activities 12,924 ( 9,494 )

Proceeds from sale of property, plant and equipment 4 20

Net cash provided by investing activities 13,967 4,564

Financing Activities:

42 unchanged sentences

Actual results may differ from our prior estimates.

Recently Adopted Accounting Standards Update

The Company adopted the Financial Accounting Standard Board (FASB) Accounting Standards Update (ASU) 2023‑07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , effective October 1, 2024, on a retrospective basis.

This standard requires expanded annual and interim segment disclosures, including significant segment expenses regularly reviewed by the chief operating decision maker (CODM), along with disclosure of the CODM’s title and how segment information is used in evaluating performance and allocating resources.

It also clarifies that entities with a single reportable segment must provide all required Topic 280 disclosures.

Adoption of the standard did not have a material impact on the unaudited condensed consolidated financial statements .

Additional details are included in Note K.

Segment Information.

Common Stock Split

On March 31, 2026, the Company’s Board of Directors adopted an amendment to the Company’s Amended and Restated Certificate of Incorporation to proportionately increase the number of shares of the Company’s authorized common stock from 30,000,000 to 90,000,000 in connection with a forward stock split.

On April 2, 2026, the Company effected a three -for-one forward split of its common stock and proportionately increased the number of shares of authorized common stock from 30,000,000 to 90,000,000 (the Stock Split).

Each shareholder of record as of the close of trading on March 20, 2026 (the Record Date) received, after the close of trading on April 2, 2026, two additional shares for every one share held on the Record Date.

The shares of common stock retain a par value of $ 0.01 per share.

Trading began on a split-adjusted basis at market open on April 6, 2026.

Share and per share amounts included in the accompanying consolidated financial statements and applicable disclosures throughout this Quarterly Report on Form 10-Q have been retroactively adjusted to reflect the Stock Split.

Accounting Standards Updates Issued but Not Yet Adopted

12 unchanged sentences

Diluted earnings per common and potential common share include the weighted average of additional shares associated with the incremental effect of dilutive restricted stock and restricted stock units.

The following table reconciles basic and diluted weighted average shares used in the computation of earnings per share (in thousands, except per share data):

Three months ended December 31,

Outstanding share and per-share amounts disclosed for all periods below have been retroactively adjusted to reflect the effect of the Stock Split.

The following table reconciles basic and diluted weighted average shares used in the computation of earnings per share (in thousands, except per share data), as adjusted for the Stock Split:

Three months ended March 31, Six months ended March 31,

2026 2025 2026 2025

Net income $ 45,887 $ 46,330 $ 87,277 $ 81,093

7 unchanged sentences

The components of inventories are summarized below (in thousands):

December 31, 2025 September 30, 2025

March 31, 2026 September 30, 2025

Raw materials, parts and sub-assemblies $ 92,881 $ 90,743

4 unchanged sentences

Property, plant and equipment are summarized below (in thousands):

December 31, 2025 September 30, 2025

March 31, 2026 September 30, 2025

Land $ 24,387 $ 24,436

6 unchanged sentences

Total property, plant and equipment, net $ 111,822 $ 111,049

There were no assets under finance lease as of December 31, 2025 or September 30, 2025.

There were no assets under finance lease as of March 31, 2026 or September 30, 2025.

Accrued Product Warranty

Activity in our product warranty accrual consisted of the following (in thousands):

Three months ended December 31,

Three months ended March 31, Six months ended March 31,

2026 2025 2026 2025

Balance at beginning of period $ 6,676 $ 6,106 $ 6,356 $ 5,822

16 unchanged sentences

Our performance obligations are satisfied as the work progresses.

Revenues from our custom-engineered products and value-added services transferred to customers over time accounted for approximately 94 % and 97 % of revenues for the three months ended December 31, 2025 and December 31, 2024, respectively.

Revenues from our custom-engineered products and value-added services transferred to customers over time accounted for approximately 95 % of revenues for both the three and six months ended March 31, 2026, 95 % of revenues for the three months ended March 31, 2025, and 96 % of revenues for the six months ended March 31, 2025 .

We also have sales orders for spare parts and replacement circuit breakers for switchgear that are obsolete or that are no longer produced by the original manufacturer.

Revenues from these sales orders are recognized at the time we fulfill our performance obligation to the customer, which is typically upon shipment and represented approximately 6 % and 3 % of revenues for the three months ended December 31, 2025 and December 31, 2024, respectively.

Revenues from these sales orders are recognized at the time we fulfill our performance obligation to the customer, which is typically upon shipment and represented approximately 5 % of revenues for both the three and six months ended March 31, 2026, 5 % of revenues for the three months ended March 31, 2025, and 4 % of revenues for the six months ended March 31, 2025.

Additionally, some contracts may contain a cancellation clause that could limit the amount of revenue we are able to recognize over time.

15 unchanged sentences

If we determine during the evaluation of the contract that there are multiple performance obligations, we allocate the transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract.

Remaining unsatisfied performance obligations, which we refer to as backlog, represent the estimated transaction price for goods and services for which we have a material right, but work has not been performed.

As of December 31, 2025, we had backlog of $ 1.6 billion, of which approximately $ 933 million is expected to be recognized as revenue within the next twelve months .

As of March 31, 2026, we had backlog of $ 1.8 billion, of which approximately $ 1.1 billion is expected to be recognized as revenue within the next twelve months .

Backlog may not be indicative of future operating results as orders may be cancelled or modified by our customers.

5 unchanged sentences

We periodically review our job performance, job conditions, estimated profitability and final contract settlements, including our estimate of total costs and make revisions to costs and income in the period in which the revisions are probable and reasonably estimable.

We bear the risk of cost overruns in most of our contracts, which may result in reduced profits.

We bear the risk of cost overruns in most of our contracts, which may result in

reduced profits.

Whenever revisions of estimated contract costs and contract values indicate that the contract costs will exceed estimated revenues, thus creating a loss, a provision for the total estimated loss is recorded in that period.

For the three months ended December 31, 2025 and 2024, our operating results were positively impacted by $ 10.5 million and $ 2.4 million, respectively, as a result of net changes in contract estimates related to projects in progress at the beginning of the respective period.

For the six months ended March 31, 2026 and 2025, our operating results were positively impacted by $ 14.2 million and $ 8.8 million, respectively, as a result of net changes in contract estimates related to projects in progress at the beginning of the respective period.

These changes in estimates resulted primarily from favorable project execution, reduced cost estimates and negotiations of variable consideration, discussed below, as well as revenue recognized from project cancellations and other changes in facts and circumstances during these periods.

Gross unfavorable changes in contract estimates were immaterial for both the three months ended December 31, 2025 and 2024.

Gross unfavorable changes in contract estimates were immaterial for both the six months ended March 31, 2026 and 2025.

Variable Consideration

15 unchanged sentences

Our contract assets and liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period and are generally classified as current.

Contract assets and liabilities as of December 31, 2025 and September 30, 2025 are summarized below (in thousands):

December 31, 2025 September 30, 2025

Contract assets and liabilities as of March 31, 2026 and September 30, 2025 are summarized below (in thousands):

March 31, 2026 September 30, 2025

Contract assets $ 113,297 $ 136,679

1 unchanged sentence

Net contract liability $ ( 201,209 ) $ ( 161,270 )

Our net contract billing position remained a net liability at both December 31, 2025 and September 30, 2025, primarily due to favorable contract billing milestones.

Our net contract billing position remained a net liability at both March 31, 2026 and September 30, 2025, primarily due to favorable contract billing milestones.

We typically allocate a significant percentage of the progress billing to the early stages of the contract.

To determine the amount of revenue recognized during the period from contract liabilities, we first allocate revenue to the individual contract liability balance outstanding at the beginning of the period until the revenue exceeds that balance.

During the three months ended December 31, 2025, we recognized revenue of $ 120.3 million that was related to contract liabilities outstanding at September 30, 2025.

During the six months ended March 31, 2026, we recognized revenue of $ 204.3 million that was related to contract liabilities outstanding at September 30, 2025.

The timing of our invoice process is typically dependent on the completion of certain milestones and contract terms and is subject to agreement by our customer.

Payment is typically expected within 30 days of invoice.

Any uncollected invoiced amounts for our performance obligations recognized over time, including contract retentions, are recorded as accounts receivable in the Condensed Consolidated Balance Sheets.

Certain contracts allow customers to withhold a small percentage of billings pursuant to retainage provisions, and such amounts are generally due upon completion of the contract and acceptance of

the project by the customer.

Any uncollected invoiced

amounts for our performance obligations recognized over time, including contract retentions, are recorded as accounts receivable in the Condensed Consolidated Balance Sheets.

Certain contracts allow customers to withhold a small percentage of billings pursuant to retainage provisions, and such amounts are generally due upon completion of the contract and acceptance of the project by the customer.

Based on our experience in recent years, the majority of these retainage balances are expected to be collected within approximately twelve months.

As of December 31, 2025 and September 30, 2025, we had retention amounts of $ 7.2 million and $ 8.1 million, respectively.

Of the retained amount at December 31, 2025, $ 7.0 million is expected to be collected in the next twelve months and is recorded in accounts receivable.

As of March 31, 2026 and September 30, 2025, we had retention amounts of $ 6.0 million and $ 8.1 million, respectively.

Of the retained amount at March 31, 2026, $ 5.8 million is expected to be collected in the next twelve months and is recorded in accounts receivable.

The remaining $ 0.2 million is recorded in other assets.

Disaggregation of Revenue

The following tables present our disaggregated revenue by geographic destination and market sector for the three months ended December 31, 2025 and 2024 (in thousands):

Three months ended December 31,

The following tables present our disaggregated revenue by geographic destination and market sector for the three and six months ended March 31, 2026 and 2025 (in thousands):

Three months ended March 31, Six months ended March 31,

2026 2025 2026 2025

United States $ 232,272 $ 227,834 $ 427,150 $ 425,606

5 unchanged sentences

Total revenues by geographic destination $ 296,615 $ 278,631 $ 547,799 $ 520,062

Three months ended December 31,

Three months ended March 31, Six months ended March 31,

2026 2025 2026 2025

Oil and gas (excludes petrochemical) $ 112,744 $ 101,167 $ 210,633 $ 196,846

8 unchanged sentences

No impairment expense has been recorded for the last three fiscal years.

The changes in the carrying amount of goodwill for the three months ended December 31, 2025 for our single reporting segment are as follows (in thousands):

The changes in the carrying amount of goodwill for the six months ended March 31, 2026 for our single reporting segment are as follows (in thousands):

Balance as of September 30, 2025 $ 6,125

Foreign currency translation adjustment ( 86 )

Balance as of December 31, 2025 $ 6,130

Balance as of March 31, 2026 $ 6,039

Other Intangible Assets

Intangible asset balances, subject to amortization, at December 31, 2025 and September 30, 2025 consisted of the following (in thousands):

December 31, 2025

Intangible asset balances, subject to amortization, at March 31, 2026 and September 30, 2025 consisted of the following (in thousands):

March 31, 2026

Weighted Average Remaining Useful Lives in Years Gross

16 unchanged sentences

We have an additional technology intangible asset of $ 0.5 million associated with an intellectual property acquired in December 2023 which has not yet been subject to amortization.

As of December 31, 2025, the estimated future amortization expense of intangible assets is as follows (in thousands):

As of March 31, 2026, the estimated future amortization expense of intangible assets is as follows (in thousands):

Remainder of 2026 $ 431

5 unchanged sentences

Revolver has an expiration date of October 4, 2028.

As of December 31, 2025, there were no amounts borrowed under the U.S.

As of March 31, 2026, there were no amounts borrowed under the U.S.

Revolver, and letters of credit outstanding were $ 78.7 million.

There was $ 71.3 million available for the issuance of letters of credit and borrowings under the U.S.

Revolver as of December 31, 2025.

As of December 31, 2025, we were in compliance with all of the financial covenants of the U.S.

Revolver as of March 31, 2026.

As of March 31, 2026, we were in compliance with all of the financial covenants of the U.S.

Commitments and Contingencies

4 unchanged sentences

To date, there have been no significant draws or claims related to security instruments for the periods reported.

We were contingently liable for letters of credit of $ 65.1 million as of December 31, 2025.

We also had surety bonds totaling $ 433.8 million that were outstanding, with additional bonding capacity of $ 766.2 million available, at December 31, 2025.

We were contingently liable for letters of credit of $ 78.7 million as of March 31, 2026.

We also had surety bonds totaling $ 432.8 million that were outstanding, with additional bonding capacity of $ 767.2 million available, at March 31, 2026.

We have strong surety relationships;

1 unchanged sentence

We have a $ 19.8 million facility agreement (Facility Agreement) between Powell (UK) Limited and a large international bank that provides Powell (UK) Limited the ability to enter into bank guarantees as well as forward exchange contracts and currency options.

At December 31, 2025, we had outstanding guarantees totaling $ 7.6 million, with an additional capacity of $ 12.6 million available under this Facility Agreement.

At March 31, 2026, we had outstanding guarantees totaling $ 6.4 million, with an additional capacity of $ 13.4 million available under this Facility Agreement.

The Facility Agreement provides for customary events of default and carries cross-default provisions with the U.S.

1 unchanged sentence

Additionally, we are required to maintain cash collateral for guarantees greater than two years .

As of December 31, 2025, we were in compliance with all of the financial covenants of the Facility Agreement.

As of March 31, 2026, we were in compliance with all of the financial covenants of the Facility Agreement.

We are involved in various legal proceedings, claims and other disputes arising from our commercial operations, projects, employees and other matters which, in general, are subject to uncertainties and in which the outcomes are not predictable.

3 unchanged sentences

Each individual contract defines the conditions under which the customer may make a claim against us.

As of December 31, 2025, certain contracts had a probable exposure to liquidated damages claims of $ 4.0 million, which could possibly increase to $ 4.5 million under certain circumstances.

As of March 31, 2026, certain contracts had a probable exposure to liquidated damages claims of $ 4.4 million, which could possibly increase to $ 7.5 million under certain circumstances.

Based on our actual or projected failure to meet these various contractual commitments, $ 3.8 million has been recorded as a reduction to revenue.

9 unchanged sentences

The performance-based shares vest based on the three-year revenue growth, earnings and safety performance of the Company following the grant date.

At December 31, 2025, there were 54,504 RSUs outstanding.

At March 31, 2026, there were 166,431 RSUs outstanding, as adjusted for the Stock Split.

The RSUs do not have voting rights but do receive dividend equivalents upon vesting, which are accrued quarterly.

Additionally, the shares of common stock underlying the RSUs are not considered issued and outstanding until vested and common stock is issued.

Total RSU activity (number of shares) for the three months ended December 31, 2025 is summarized below:

Total RSU activity (number of shares), as adjusted for the Stock Split, for the six months ended March 31, 2026 is summarized below:

Units Weighted

3 unchanged sentences

Forfeited/canceled — —

Outstanding at December 31, 2025 54,504 $ 173.93

During the three months ended December 31, 2025 and 2024, we recorded compensation expense of $ 1.4 million and $ 1.3 million, respectively, related to the RSUs.

Outstanding at March 31, 2026 166,431 $ 55.84

During the six months ended March 31, 2026 and 2025, we recorded compensation expense of $ 2.5 million and $ 2.2 million, respectively, related to the RSUs.

Restricted Stock

2 unchanged sentences

The shares shall vest on the earlier of the grant anniversary date or the date of the next annual meeting of stockholders, whichever occurs first.

During both the three months ended December 31, 2025 and 2024, we recorded compensation expense of $ 0.2 million related to restricted stock.

In February 2026, 4,200 shares of restricted stock were issued to our non-employee directors at a price of $ 184.83 per share, as adjusted for the Stock Split.

During both the six months ended March 31, 2026 and 2025, we recorded compensation expense of $ 0.4 million related to restricted stock.

Fair Value Measurements

10 unchanged sentences

Recurring Fair Value Measurements

The following table summarizes the fair value of our assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2025 (in thousands):

Fair Value Measurements at December 31, 2025

The following table summarizes the fair value of our assets and liabilities that were accounted for at fair value on a recurring basis as of March 31, 2026 (in thousands):

Fair Value Measurements at March 31, 2026

Quoted Prices in

32 unchanged sentences

Because the deferred compensation liability is intended to offset the plan assets, it is also categorized as Level 2 in the fair value measurement hierarchy.

Contingent future payments related to the acquisition of Remsdaq – The contingent future payments were calculated using a

probability outcome model based on internally developed assumptions;

accordingly, they are categorized as Level 3 in the fair

value measurement hierarchy.

There were no transfers between levels within the fair value measurement hierarchy during the quarter ended December 31, 2025.

Contingent future payments related to the acquisition of Remsdaq – The contingent future payments were calculated using a probability outcome model based on internally developed assumptions;

accordingly, they are categorized as Level 3 in the fair value measurement hierarchy.

There were no transfers between levels within the fair value measurement hierarchy during the quarter ended March 31, 2026.

Our leases consist primarily of office and warehouse space and construction equipment.

All of our future lease obligations are related to non-cancelable operating leases.

The following table provides a summary of lease cost components for the three months ended December 31, 2025 and 2024, respectively (in thousands):

Three months ended December 31,

The following table provides a summary of lease cost components for the three and six months ended March 31, 2026 and 2025, respectively (in thousands):

Three months ended March 31, Six months ended March 31,

Lease Cost 2026 2025 2026 2025

2 unchanged sentences

Short-term lease cost (2)

620 668 1,211 1,307

Total lease cost $ 967 $ 962 $ 1,885 $ 1,833

3 unchanged sentences

Leases with initial terms of twelve months or less are not recorded in our Condensed Consolidated Balance Sheets.

The following table provides a summary of the operating lease assets and operating lease liabilities included in our Condensed Consolidated Balance Sheets as of December 31, 2025 and September 30, 2025, respectively (in thousands):

Operating Leases December 31, 2025 September 30, 2025

The following table provides a summary of the operating lease assets and operating lease liabilities included in our Condensed Consolidated Balance Sheets as of March 31, 2026 and September 30, 2025, respectively (in thousands):

Operating Leases March 31, 2026 September 30, 2025

Operating lease assets, net $ 1,955 $ 1,664

2 unchanged sentences

Total lease liabilities $ 1,955 $ 1,664

The following table provides the maturities of our operating lease liabilities as of December 31, 2025 (in thousands):

The following table provides the maturities of our operating lease liabilities as of March 31, 2026 (in thousands):

Operating Leases

3 unchanged sentences

Present value of lease liabilities $ 1,955

The weighted average discount rate as of December 31, 2025 and 2024 were 7.15 % and 6.13 %, respectively.

The weighted average remaining lease term was 1.92 years and 2.46 years, respectively, at December 31, 2025 and 2024.

The weighted average discount rate as of March 31, 2026 and 2025 were 7.47 % and 6.55 %, respectively.

The weighted average remaining lease term was 2.17 years and 2.34 years, respectively, at March 31, 2026 and 2025.

Segment Information

We manage our business as one reportable operating segment and our revenues are primarily generated from the development,

design, manufacturing and servicing of custom-engineered equipment and systems for the distribution, control and monitoring

of electrical energy.

We manage our business as one reportable operating segment and our revenues are primarily generated from the development, design, manufacturing and servicing of custom-engineered equipment and systems for the distribution, control and monitoring of electrical energy.

Our chief operating decision maker (“CODM”) is our chief executive officer.

The CODM manages and allocates resources on a

total consolidated basis by assessing performance of revenues and earnings before interest and taxes (“EBIT”) using actual-to-actual, actual-to-plan and actual-to-forecast variance analysis.

The measure of segment profit and loss regularly provided to the

CODM that is most consistent with GAAP is consolidated net income, as presented in our Consolidated Statements of Operations.

The CODM manages and allocates resources on a total consolidated basis by assessing performance of revenues and earnings before interest and taxes (“EBIT”) using actual-to-actual, actual-to-plan and actual-to-forecast variance analysis.

The measure of segment profit and loss regularly provided to the CODM that is most consistent with GAAP is consolidated net income, as presented in our Consolidated Statements of Operations.

The CODM does not manage cost components by product, customer type or service type, nor does the CODM regularly receive disaggregated information at this level.

For the three months ended December 31, 2025 and 2024, the summary of segment net income, including segment expenses, for our single reportable segment were as follows (in thousands):

Three months ended December 31,

For the three and six months ended March 31, 2026 and 2025, the summary of segment net income, including segment expenses, for our single reportable segment were as follows (in thousands):

Three months ended March 31, Six months ended March 31,

2026 2025 2026 2025

Revenues $ 296,615 $ 278,631 $ 547,799 $ 520,062

4 unchanged sentences

Research and development expenses 4,289 2,746 7,556 5,222

Other expense (income) (1)

Amortization 223 — 445 —

Realized currency (gain) loss ( 168 ) 210 ( 47 ) 104

Total segment operating expenses 239,034 219,712 447,447 425,571

4 unchanged sentences

Gross profit $ 87,936 $ 83,432 $ 159,354 $ 142,956

(1) Other expense includes realized currency loss (gain) of $ 0.1 million and $( 0.1 ) million, respectively.

Revenues by country represent sales to unaffiliated customers as determined by the ultimate destination of our products and services, summarized for the three months ended December 31, 2025 and 2024 (in thousands):

Three months ended December 31,

Revenues by country represent sales to unaffiliated customers as determined by the ultimate destination of our products and services, summarized for the three and six months ended March 31, 2026 and 2025 (in thousands):

Three months ended March 31, Six months ended March 31,

2026 2025 2026 2025

United States $ 232,272 $ 227,834 $ 427,150 $ 425,606

6 unchanged sentences

Long-lived assets by country consist of property, plant and equipment, net of accumulated depreciation and are determined based on the location of the tangible assets, summarized below (in thousands):

December 31, 2025 September 30, 2025

March 31, 2026 September 30, 2025

Long-lived assets:

4 unchanged sentences

The calculation of the effective tax rate is as follows (in thousands):

Three months ended December 31,

Three months ended March 31, Six months ended March 31,

2026 2025 2026 2025

Income before income taxes $ 61,784 $ 62,474 $ 108,820 $ 101,911

2 unchanged sentences

Effective tax rate 26 % 26 % 20 % 20 %

Our income tax provision reflects an effective tax rate on pre-tax income of 12 % for both the three months ended December 31, 2025 and 2024.

The effective tax rates for the first quarters of Fiscal 2026 and Fiscal 2025 were favorably impacted by discrete items related to the vesting of RSUs and the estimated Research and Development (R&D) Tax Credit, which were partially offset by the tax expense related to certain nondeductible items.

Our income tax provision reflects an effective tax rate on pre-tax income of 26 % and 20 % for the three and six months ended March 31, 2026 and March 31, 2025.

The effective tax rates for each period were favorably impacted by the estimated Research and Development (R&D) Tax Credit, which was offset by the tax expense related to certain nondeductible items.

In addition, discrete items related to the vesting of RSUs recorded in the first quarters of Fiscal 2026 and Fiscal 2025 favorably impacted the effective tax rate for the six months ended March 31, 2026 and March 31, 2025.

Subsequent Events

Common Stock Split

On April 2, 2026, the Company effected a three -for- one forward split of its common stock and proportionately increased the number of shares of authorized common stock from 30,000,000 to 90,000,000 .

Each shareholder of record as of the close of trading on March 20, 2026 received, after the close of trading on April 2, 2026, two additional shares f or every one sha re held on the Record Date.

The shares of common stock retain a par value of $ 0.01 per share.

Trading began on a split-adjusted basis at market open on April 6, 2026.

Overview and Summary of Significant Accounting Policies for addition information regarding the Common Stock Split.

Quarterly Dividend Declared

On February 3, 2026, our Board of Directors approved an increase to the quarterly cash dividend on our common stock to $ 0.27 per share, equating to an annualized dividend of $ 1.08 per share from the current amount of $ 1.07 per share.

The dividend is payable on March 18, 2026 to shareholders of record at the close of business on February 18, 2026.

On May 5, 2026, our Board of Directors declared a quarterly cash dividend on our common stock in the amount of $ 0.09 per share.

The dividend is payable on June 17, 2026 to shareholders of record at the close of business on May 20, 2026.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

3 unchanged sentences

All statements, other than statements of historical fact, included in this report are forward-looking statements.

Such forward-looking statements include, but are not limited to, projections and estimates of the timing and success of specific projects and our future backlog, revenues, income, acquisitions, liquidity and capital expenditures, the effect of tariffs, as well as other statements that are not historical facts contained in or incorporated by reference into this report.

Such forward-looking statements include, but are not limited to, projections and estimates of the timing and success of specific projects and our future backlog (including our characterization of new orders as “large”or “mega,” which is used herein to indicate orders ranging from $10 to $50 million or larger than $50 million, respectively), revenues, income, acquisitions, liquidity and capital expenditures, the effect of tariffs, as well as other statements that are not historical facts contained in or incorporated by reference into this report.

Statements that contain words such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “continue,” “should,” “could,” “may,” “plan,” “project,” “predict,” “potential,” “possible,” “would,” “outlook,” “will” or similar expressions are forward-looking statements.

4 unchanged sentences

While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties that could cause actual results to differ materially from those included in this report, most of which are difficult to predict and many of which are beyond our control.

These risks, contingencies and uncertainties include, but are not limited to, the potential failure to adequately predict costs (including in connection with our fixed-price contracts) and prevent cost overruns, including the impacts of inflation, the effect of tariffs, potentially disruptive or unanticipated changes in suppliers, the availability of cash on hand and other sources of liquidity to fund our operating expenses and capital expenditures, the impacts of future legislative and regulatory initiatives, the potential effects of ongoing military disputes, electronic, cyber or physical security breaches, and other factors detailed herein and in our other SEC filings.

These risks, contingencies and uncertainties include, but are not limited to, the potential failure to adequately predict costs (including in connection with our fixed-price contracts) and prevent cost overruns, including the impacts of inflation, the effect of tariffs, potentially disruptive or unanticipated changes in suppliers, the availability of cash on hand and other sources of liquidity to fund our operating expenses and capital expenditures, the impacts of future legislative and regulatory initiatives, the potential effects of ongoing military disputes (including current conflicts in Ukraine and Iran), electronic, cyber or physical security breaches, and other factors detailed herein and in our other SEC filings.

Additional important risks, uncertainties and other factors are detailed below.

57 unchanged sentences

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