What changed in this filing

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Item 1. Financial Statements

2026-08-04 compared with 2026-05-05 · 102 added, 79 removed, 586 unchanged (24% of the section changed)

4 unchanged sentences

(In thousands, except share and per share data)

March 31, 2026 September 30, 2025

June 30, 2026 September 30, 2025

Current Assets:

52 unchanged sentences

(In thousands, except per share data)

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

Three months ended June 30, Nine months ended June 30,

2026 2025 2026 2025

23 unchanged sentences

(In thousands)

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

Three months ended June 30, Nine months ended June 30,

2026 2025 2026 2025

23 unchanged sentences

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

Net income — — — 52,160 — — — 52,160

Foreign currency translation adjustments — — — — — — ( 2,985 ) ( 2,985 )

Stock-based compensation 1 — 1,438 — — — — 1,438

Issuance of common stock related to Stock Split — 259 ( 259 ) — — — — —

Shares withheld in lieu of employee tax withholding — — ( 203 ) — — — — ( 203 )

Dividends — — 1 ( 3,296 ) — — — ( 3,295 )

Balance, June 30, 2026 38,851 $ 388 $ 52,514 $ 759,396 ( 2,418 ) $ ( 24,999 ) $ ( 31,115 ) $ 756,184

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

POWELL INDUSTRIES, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

(In thousands)

Additional Other

13 unchanged sentences

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

Net income — — — 48,234 — — — 48,234

Foreign currency translation adjustments — — — — — — 7,479 7,479

Stock-based compensation 1 — 1,131 — — — — 1,131

Shares withheld in lieu of employee tax withholding — — ( 35 ) — — — — ( 35 )

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

Balance, June 30, 2025 38,624 $ 129 $ 62,086 $ 581,703 ( 2,418 ) $ ( 24,999 ) $ ( 24,014 ) $ 594,905

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

3 unchanged sentences

(In thousands)

Six months ended March 31,

Nine months ended June 30,

Operating Activities:

3 unchanged sentences

Stock-based compensation 4,280 3,675

Unrealized mark-to-market loss (gain) on derivative contracts 3 ( 23 )

Unrealized mark-to-market (gain) loss on derivative contracts ( 354 ) ( 433 )

Bad debt expense (recovery), net 107 ( 149 )

Deferred income taxes 11,636 ( 2,847 )

Gain on cash surrender value of life insurance ( 118 ) —

Changes in operating assets and liabilities:

13 unchanged sentences

Proceeds from sale of property, plant and equipment 17 20

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

Net cash provided by (used in) investing activities 14,488 ( 4,215 )

Financing Activities:

47 unchanged sentences

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

Accordingly, an amount equal to the par value of the increased shares due to the Stock Split was reclassified from additional paid-in capital to common stock in the third fiscal quarter of 2026.

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

14 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.

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,

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 June 30, Nine months ended June 30,

2026 2025 2026 2025

8 unchanged sentences

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

March 31, 2026 September 30, 2025

June 30, 2026 September 30, 2025

Raw materials, parts and sub-assemblies $ 101,372 $ 90,743

4 unchanged sentences

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

March 31, 2026 September 30, 2025

June 30, 2026 September 30, 2025

Land $ 24,297 $ 24,436

6 unchanged sentences

Total property, plant and equipment, net $ 118,634 $ 111,049

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

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

Accrued Product Warranty

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

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

Three months ended June 30, Nine months ended June 30,

2026 2025 2026 2025

17 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 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 .

Revenues from our custom-engineered products and value-added services transferred to customers over time accounted for approximately 97 % and 96 % of revenues for the three and nine months ended June 30, 2026, respectively, and approximately 95 % and 96 % of revenues for the three and nine months ended June 30, 2025, respectively .

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 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.

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 3 % and 4 % of revenues for the three and nine months ended June 30, 2026, respectively, and approximately 5 % and 4 % of revenues for the three and nine months ended June 30, 2025, respectively.

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

16 unchanged sentences

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 yet been performed.

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 .

As of June 30, 2026, we had backlog of $ 2.4 billion, of which approximately $ 1.3 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.

8 unchanged sentences

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 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.

For the nine months ended June 30, 2026 and 2025, our operating results were positively impacted by $ 12.8 million and $ 15.1 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 six months ended March 31, 2026 and 2025.

Gross unfavorable changes in contract estimates were immaterial for both the nine months ended June 30, 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 March 31, 2026 and September 30, 2025 are summarized below (in thousands):

March 31, 2026 September 30, 2025

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

June 30, 2026 September 30, 2025

Contract assets $ 116,002 $ 136,679

1 unchanged sentence

Net contract liability $ ( 350,360 ) $ ( 161,270 )

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.

Our net contract billing position remained a net liability at both June 30, 2026 and September 30, 2025, primarily due to strong bookings and 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 six months ended March 31, 2026, we recognized revenue of $ 204.3 million that was related to contract liabilities outstanding at September 30, 2025.

During the nine months ended June 30, 2026, we recognized revenue of $ 243.7 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.

4 unchanged sentences

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

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.

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

Of the retained amount at June 30, 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 and six months ended March 31, 2026 and 2025 (in thousands):

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

The following tables present our disaggregated revenue by geographic destination and market sector for the three and nine months ended June 30, 2026 and 2025 (in thousands):

Three months ended June 30, Nine months ended June 30,

2026 2025 2026 2025

6 unchanged sentences

Total revenues by geographic destination $ 311,740 $ 286,273 $ 859,539 $ 806,335

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

Three months ended June 30, Nine months ended June 30,

2026 2025 2026 2025

9 unchanged sentences

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

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):

The changes in the carrying amount of goodwill for the nine months ended June 30, 2026 for our single reporting segment are as follows (in thousands):

Balance as of September 30, 2025 $ 6,125

Foreign currency translation adjustment ( 76 )

Balance as of March 31, 2026 $ 6,039

Balance as of June 30, 2026 $ 6,049

Other Intangible Assets

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

March 31, 2026

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

June 30, 2026

Weighted Average Remaining Useful Lives in Years Gross

4 unchanged sentences

Trademarks 9 467 ( 41 ) 426

Order backlog 1 54 ( 33 ) 21

Order backlog less than 1 54 ( 47 ) 7

Total intangible assets $ 6,163 $ ( 766 ) $ 5,397

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

As of June 30, 2026, the estimated future amortization expense of intangible assets is as follows (in thousands):

Remainder of 2026 $ 213

5 unchanged sentences

Revolver has an expiration date of October 4, 2028.

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

As of June 30, 2026, there were no amounts borrowed under the U.S.

Revolver, and letters of credit outstanding were $ 103.9 million.

There was $ 46.1 million available for the issuance of letters of credit and borrowings under 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.

Revolver as of June 30, 2026.

As of June 30, 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 $ 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 were contingently liable for letters of credit of $ 103.9 million as of June 30, 2026.

We also had surety bonds totaling $ 492.4 million that were outstanding, with additional bonding capacity of $ 707.6 million available, at June 30, 2026.

We have strong surety relationships;

1 unchanged sentence

We have a $ 19.9 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 March 31, 2026, we had outstanding guarantees totaling $ 6.4 million, with an additional capacity of $ 13.4 million available under this Facility Agreement.

At June 30, 2026, we had outstanding guarantees totaling $ 5.7 million, with an additional capacity of $ 14.2 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 March 31, 2026, we were in compliance with all of the financial covenants of the Facility Agreement.

As of June 30, 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.

Although we can give no assurances about the resolution of pending claims, litigation or other disputes, and the effect such outcomes may have on us, management believes that any ultimate liability resulting from the outcome of such proceedings, to the extent not otherwise provided or covered by insurance, will not have a material adverse effect on our consolidated financial position, or results of operations or liquidity.

Although we can give no assurances about the resolution of pending claims, litigation or other disputes, and the effect such outcomes may have on us, management believes that any ultimate liability resulting from the outcome of such proceedings, to the extent not otherwise provided for or covered by insurance, will not have a material adverse effect on our consolidated financial position, or results of operations or liquidity.

Liquidated Damages

1 unchanged sentence

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

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.

As of June 30, 2026, certain contracts had a probable exposure to liquidated damages claims of $ 6.3 million, which could possibly increase to $ 9.3 million under certain circumstances.

Based on our actual or projected failure to meet these various contractual commitments, $ 5.1 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 March 31, 2026, there were 166,431 RSUs outstanding, as adjusted for the Stock Split.

At June 30, 2026, there were 166,118 RSUs outstanding.

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), as adjusted for the Stock Split, for the six months ended March 31, 2026 is summarized below:

Total RSU activity (number of shares) for the nine months ended June 30, 2026 is summarized below:

Units Weighted

3 unchanged sentences

Forfeited/canceled — —

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.

Outstanding at June 30, 2026 166,118 $ 63.02

During the nine months ended June 30, 2026 and 2025, we recorded compensation expense of $ 3.7 million and $ 3.1 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.

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.

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

During the nine months ended June 30, 2026 and 2025, we recorded compensation expense of $ 0.6 million and $ 0.5 million, respectively, 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 March 31, 2026 (in thousands):

Fair Value Measurements at March 31, 2026

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 June 30, 2026 (in thousands):

Fair Value Measurements at June 30, 2026

Quoted Prices in

34 unchanged sentences

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.

There were no transfers between levels within the fair value measurement hierarchy during the quarter ended June 30, 2026.

Our leases consist primarily of office, warehouse and manufacturing space, as well as 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 and six months ended March 31, 2026 and 2025, respectively (in thousands):

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

The following table provides a summary of lease cost components for the three and nine months ended June 30, 2026 and 2025, respectively (in thousands):

Three months ended June 30, Nine months ended June 30,

Lease Cost 2026 2025 2026 2025

1 unchanged sentence

Variable lease cost (1)

86 53 177 134

Short-term lease cost (2)

1 unchanged sentence

Total lease cost $ 1,059 $ 910 $ 2,944 $ 2,743

(1) Variable lease cost represents common area maintenance charges related to our Canadian office space lease.

(1) Variable lease cost represents common area maintenance charges.

(2) Short-term lease cost includes leases and rentals with initial terms of one year or less.

1 unchanged sentence

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 March 31, 2026 and September 30, 2025, respectively (in thousands):

Operating Leases March 31, 2026 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 June 30, 2026 and September 30, 2025, respectively (in thousands):

Operating Leases June 30, 2026 September 30, 2025

Operating lease assets, net $ 2,524 $ 1,664

2 unchanged sentences

Total lease liabilities $ 2,524 $ 1,664

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

In Fiscal 2026, we executed two operating leases, one in Canada for additional office and warehouse space and the other adjacent to our Houston manufacturing facility for additional manufacturing and warehouse space.

Both leases are expected to commence in Fiscal 2027.

The following table provides the maturities of our operating lease liabilities as of June 30, 2026, as well as our executed operating leases with future commencement dates (in thousands):

Operating Leases

Leases Signed Less:

Leases Not Yet Commenced Leases in Effect

Remainder of 2026 $ 290 $ — $ 290

2027 1,574 494 1,080

2028 1,231 494 737

2029 869 494 375

2030 709 494 215

Thereafter 142 — 142

Total future minimum lease payments $ 4,815 $ 1,976 $ 2,839

1 unchanged sentence

Present value of lease liabilities $ 4,500 $ 1,976 $ 2,524

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.

The weighted average discount rate as of June 30, 2026 and 2025 were 7.67 % and 6.60 %, respectively.

The weighted average remaining lease term was 3.03 years and 2.19 years, respectively, at June 30, 2026 and 2025.

Segment Information

2 unchanged sentences

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 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

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 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,

For the three and nine months ended June 30, 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 June 30, Nine months ended June 30,

2026 2025 2026 2025

13 unchanged sentences

Gross profit $ 95,299 $ 87,899 $ 254,653 $ 230,855

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,

Revenues by country or geographic region represent sales to unaffiliated customers as determined by the ultimate destination of our products and services, summarized for the three and nine months ended June 30, 2026 and 2025 (in thousands):

Three months ended June 30, Nine months ended June 30,

2026 2025 2026 2025

7 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):

March 31, 2026 September 30, 2025

June 30, 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 March 31, Six months ended March 31,

Three months ended June 30, Nine months ended June 30,

2026 2025 2026 2025

3 unchanged sentences

Effective tax rate 25 % 25 % 22 % 22 %

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.

Our income tax provision reflects an effective tax rate on pre-tax income of 25 % and 22 % for the three and nine months ended June 30, 2026, and June 30, 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.

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 nine months ended June 30, 2026 and June 30, 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 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.

On August 3, 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 September 16, 2026 to shareholders of record at the close of business on August 19, 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 (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.

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, and expectations with respect to, or the impacts of, data center projects becoming a larger component of our backlog and revenues, 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 (including current conflicts in Ukraine and Iran), 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, including with respect to data centers, 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