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For the PSAs vested on March 31, 2025, the actual number of common shares that were issued was determined by multiplying the PSAs at the target level of 100%, as disclosed in this table, by a payout percentage based on the performance-based conditions achieved. The payout percentage was 118% for the 2022-2024 performance period, 111% for the 2023-2024 performance period, and 133% for the 2024 performance period. Depreciation and amortization included in Cost of sales for the Precast segment was $1.1 million and $2.7 million for the three and nine months ended September 30, 2025, respectively and $0.9 million and $2.1 million for the three and nine months ended September 30, 2024, respectively. Current portion of finance lease liabilities are included in Accrued liabilities. The weighted-average number of antidilutive shares not included in the computation of diluted net income per share was approximately 25,700 for the three months ended June 30, 2025 and approximately 15,700 for the six months ended June 30, 2024. There were no antidilutive shares for the six months ended June 30, 2025 and the three months ended June 30, 2024. Depreciation and amortization included in Cost of sales for the WTS segment was $3.0 million and $8.4 million for the three and nine months ended September 30, 2025, respectively and $3.1 million and $8.8 million for the three and nine months ended September 30, 2024, respectively. Depreciation and amortization included in Cost of sales for the Precast segment was $0.8 million and $1.6 million for the three and six months ended June 30, 2025, respectively and $0.7 million and $1.2 million for the three and six months ended June 30, 2024, respectively. 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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______to _______

Commission File Number: 0-27140

NWPX Infrastructure, Inc.

(Exact name of registrant as specified in its charter)

Oregon	93-0557988
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

201 NE Park Plaza Drive, Suite 100

Vancouver, Washington 98684

(Address of principal executive offices and Zip Code)

360‑397‑6250

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	NWPX	Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S‑T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the registrant’s common stock as of October 28, 2025 was 9,609,651 shares.

Table of Contents

NWPX INFRASTRUCTURE, INC.

FORM 10‑Q

TABLE OF CONTENTS

	Page
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited):

Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024	2

Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2025 and 2024	3

Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024	4

Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2025 and 2024	5

Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024	7

Notes to Condensed Consolidated Financial Statements	8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3. Quantitative and Qualitative Disclosures About Market Risk	28

Item 4. Controls and Procedures	28

PART II - OTHER INFORMATION

Item 1. Legal Proceedings	29

Item 1A. Risk Factors	29

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	29

Item 5. Other Information	30

Item 6. Exhibits	31

Signatures	32

Table of Contents

Part I – FINANCIAL INFORMATION

Item 1. Financial Statements

NWPX INFRASTRUCTURE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share amounts)

	*Three Months Ended September 30,*						*Nine Months Ended September 30,*
	*2025*			*2024*			*2025*			*2024*

Net sales	$	151,067		$	130,201		$	400,364		$	372,921
Cost of sales		118,917			103,182			323,484			299,954
Gross profit		32,150			27,019			76,880			72,967
Selling, general, and administrative expense		13,113			11,581			39,038			35,220
Operating income		19,037			15,438			37,842			37,747
Other income (expense)		(3	)		(66	)		25			(287	)
Interest expense		(788	)		(1,452	)		(2,186	)		(4,749	)
Income before income taxes		18,246			13,920			35,681			32,711
Income tax expense		4,741			3,667			9,149			8,601
Net income	$	13,505		$	10,253		$	26,532		$	24,110

Net income per share:
Basic	$	1.40		$	1.03		$	2.70		$	2.43
Diluted	$	1.38		$	1.02		$	2.66		$	2.40

Shares used in per share calculations:
Basic		9,678			9,919			9,830			9,915
Diluted		9,813			10,055			9,966			10,040

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

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NWPX INFRASTRUCTURE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands)

	*Three Months Ended September 30,*						*Nine Months Ended September 30,*
	*2025*			*2024*			*2025*			*2024*

Net income	$	13,505		$	10,253		$	26,532		$	24,110

Other comprehensive income (loss), net of tax:
Pension liability adjustment		15			23			48			67
Unrealized gain (loss) on foreign currency forward contracts designated as cash flow hedges		162			-			(38	)		13
Unrealized loss on interest rate swaps designated as cash flow hedges		(16	)		(261	)		(29	)		(276	)
Other comprehensive income (loss), net of tax		161			(238	)		(19	)		(196	)

Comprehensive income	$	13,666		$	10,015		$	26,513		$	23,914

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

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NWPX INFRASTRUCTURE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Dollar amounts in thousands, except per share amounts)

	*September 30, 2025*			*December 31, 2024*
Assets
Current assets:
Cash and cash equivalents	$	2,671		$	5,007
Trade and other receivables, net of allowance of $467 and $242		98,134			66,946
Contract assets		96,882			103,422
Inventories		74,521			79,770
Prepaid expenses and other		2,693			7,343
Total current assets		274,901			262,488
Property and equipment, less accumulated depreciation and amortization of $150,143 and $139,221		155,933			150,456
Operating lease right-of-use assets		88,332			87,747
Goodwill		55,504			55,504
Intangible assets, net		24,016			27,041
Other assets		6,547			6,417
Total assets	$	605,233		$	589,653

Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of long-term debt	$	2,994		$	2,994
Accounts payable		28,052			27,783
Accrued liabilities		32,265			28,172
Contract liabilities		8,308			11,197
Current portion of operating lease liabilities		4,769			4,987
Total current liabilities		76,388			75,133
Borrowings on line of credit		27,633			24,677
Long-term debt		9,231			11,476
Operating lease liabilities		87,401			85,744
Deferred income taxes		8,421			8,297
Other long-term liabilities		9,807			10,323
Total liabilities		218,881			215,650

Commitments and contingencies (Note 8)

Stockholders’ equity:
Preferred stock, $.01 par value, 10,000,000 shares authorized, none issued or outstanding		-			-
Common stock, $.01 par value, 15,000,000 shares authorized, 9,634,779 and 9,918,711 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		96			99
Additional paid-in-capital		114,246			128,407
Retained earnings		272,863			246,331
Accumulated other comprehensive loss		(853	)		(834	)
Total stockholders’ equity		386,352			374,003
Total liabilities and stockholders’ equity	$	605,233		$	589,653

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

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NWPX INFRASTRUCTURE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

(Dollar amounts in thousands)

												*Accumulated*
							*Additional*					*Other*			*Total*
	*Common Stock*						*Paid-In-*			*Retained*		*Comprehensive*			*Stockholders’*
	*Shares*			*Amount*			*Capital*			*Earnings*		*Loss*			*Equity*

Balances, June 30, 2025		9,821,230		$	98		$	121,010		$	259,358	$	(1,014	)	$	379,452
Net income		-			-			-			13,505		-			13,505
Other comprehensive income (loss):
Pension liability adjustment, net of tax expense of $0		-			-			-			-		15			15
Unrealized gain on foreign currency forward contracts designated as cash flow hedges, net of tax expense of $53		-			-			-			-		162			162
Unrealized loss on interest rate swaps designated as cash flow hedges, net of tax benefit of $5		-			-			-			-		(16	)		(16	)
Repurchase of common stock		(186,451	)		(2	)		(7,996	)		-		-			(7,998	)
Share-based compensation expense		-			-			1,232			-		-			1,232
Balances, September 30, 2025		9,634,779		$	96		$	114,246		$	272,863	$	(853	)	$	386,352

									*Accumulated*
					*Additional*				*Other*			*Total*
	*Common Stock*				*Paid-In-*		*Retained*		*Comprehensive*			*Stockholders’*
	*Shares*		*Amount*		*Capital*		*Earnings*		*Loss*			*Equity*

Balances, June 30, 2024		9,918,711	$	99	$	126,020	$	225,982	$	(918	)	$	351,183
Net income		-		-		-		10,253		-			10,253
Other comprehensive income (loss):
Pension liability adjustment, net of tax expense of $0		-		-		-		-		23			23
Unrealized loss on interest rate swaps designated as cash flow hedges, net of tax benefit of $84		-		-		-		-		(261	)		(261	)
Share-based compensation expense		-		-		1,162		-		-			1,162
Balances, September 30, 2024		9,918,711	$	99	$	127,182	$	236,235	$	(1,156	)	$	362,360

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NWPX INFRASTRUCTURE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY, Continued

(Unaudited)

(Dollar amounts in thousands)

												*Accumulated*
							*Additional*					*Other*			*Total*
	*Common Stock*						*Paid-In-*			*Retained*		*Comprehensive*			*Stockholders’*
	*Shares*			*Amount*			*Capital*			*Earnings*		*Loss*			*Equity*

Balances, December 31, 2024		9,918,711		$	99		$	128,407		$	246,331	$	(834	)	$	374,003
Net income		-			-			-			26,532		-			26,532
Other comprehensive income (loss):
Pension liability adjustment, net of tax expense of $0		-			-			-			-		48			48
Unrealized loss on foreign currency forward contracts designated as cash flow hedges, net of tax benefit of $18		-			-			-			-		(38	)		(38	)
Unrealized loss on interest rate swaps designated as cash flow hedges, net of tax benefit of $9		-			-			-			-		(29	)		(29	)
Issuance of common stock under stock compensation plans, net of tax withholdings		94,718			1			(2,314	)		-		-			(2,313	)
Repurchase of common stock		(378,650	)		(4	)		(15,771	)		-		-			(15,775	)
Share-based compensation expense		-			-			3,924			-		-			3,924
Balances, September 30, 2025		9,634,779		$	96		$	114,246		$	272,863	$	(853	)	$	386,352

												*Accumulated*
							*Additional*					*Other*			*Total*
	*Common Stock*						*Paid-In-*			*Retained*		*Comprehensive*			*Stockholders’*
	*Shares*			*Amount*			*Capital*			*Earnings*		*Loss*			*Equity*

Balances, December 31, 2023		9,985,580		$	100		$	129,095		$	212,125	$	(960	)	$	340,360
Net income		-			-			-			24,110		-			24,110
Other comprehensive income (loss):
Pension liability adjustment, net of tax expense of $0		-			-			-			-		67			67
Unrealized gain on foreign currency forward contracts designated as cash flow hedges, net of tax expense of $12		-			-			-			-		13			13
Unrealized loss on interest rate swaps designated as cash flow hedges, net of tax benefit of $89		-			-			-			-		(276	)		(276	)
Issuance of common stock under stock compensation plans, net of tax withholdings		78,021			-			(1,449	)		-		-			(1,449	)
Repurchase of common stock		(144,890	)		(1	)		(4,300	)		-		-			(4,301	)
Share-based compensation expense		-			-			3,836			-		-			3,836
Balances, September 30, 2024		9,918,711		$	99		$	127,182		$	236,235	$	(1,156	)	$	362,360

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

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NWPX INFRASTRUCTURE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	*Nine Months Ended September 30,*
	*2025*			*2024*
Cash flows from operating activities:
Net income	$	26,532		$	24,110
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and finance lease amortization		11,517			11,255
Amortization of intangible assets		3,025			3,024
Share-based compensation expense		3,924			3,836
Noncash operating lease expense		4,632			4,474
Deferred income taxes		113			(70	)
Other, net		1,504			539
Changes in operating assets and liabilities:
Trade and other receivables		(32,200	)		(32,267	)
Contract assets, net		3,652			6,980
Inventories		5,249			6,252
Prepaid expenses and other assets		4,331			6,358
Accounts payable		(785	)		(10,517	)
Accrued and other liabilities		3,533			(1,278	)
Operating lease liabilities		(3,777	)		(3,768	)
Net cash provided by operating activities		31,250			18,928

Cash flows from investing activities:
Purchases of property and equipment		(14,964	)		(16,609	)
Other investing activities		31			62
Net cash used in investing activities		(14,933	)		(16,547	)

Cash flows from financing activities:
Borrowings on line of credit		132,957			142,883
Repayments on line of credit		(130,001	)		(136,664	)
Repurchase of common stock		(15,701	)		(4,429	)
Tax withholdings related to net share settlements of equity awards		(2,313	)		(1,449	)
Payments on other debt		(2,250	)		-
Payments on finance lease liabilities		(1,199	)		(1,067	)
Other financing activities		(146	)		-
Net cash used in financing activities		(18,653	)		(726	)
Change in cash and cash equivalents		(2,336	)		1,655
Cash and cash equivalents, beginning of period		5,007			4,068
Cash and cash equivalents, end of period	$	2,671		$	5,723

Noncash investing and financing activities:
Accrued property and equipment purchases	$	1,850		$	514
Accrued payment for repurchase of common stock		74			-
Right-of-use assets obtained in exchange for finance lease liabilities		1,088			269
Right-of-use assets obtained in exchange for operating lease liabilities		5,216			481

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

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NWPX INFRASTRUCTURE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.	Organization and Basis of Presentation

NWPX Infrastructure, Inc. (collectively with its subsidiaries, the “Company”) is a leading manufacturer of water-related infrastructure products, and operates in two segments, Water Transmission Systems (“WTS”), operating as the Northwest Pipe Company brand, and Precast Infrastructure and Engineered Systems (“Precast”), which includes the brands NWPX Geneva and NWPX Park. This segment presentation is consistent with how the Company’s chief operating decision maker (“CODM”), its Chief Executive Officer, evaluates the performance of the Company and makes decisions regarding the allocation of resources. See Note 12, “Segment Information” for detailed descriptions of these segments.

Under the Northwest Pipe Company brand, the Company is the largest manufacturer of engineered water transmission systems in North America and produces steel casing pipe, bar-wrapped concrete cylinder pipe, and pipeline system joints and fittings. The Company also provides solution-based products for a wide range of markets including high-quality reinforced precast concrete products and lined precast sanitary sewer system components, which are manufactured under the NWPX Geneva brand, as well as water distribution and management equipment including pump lift stations, wastewater pretreatment, and stormwater quality products through its NWPX Park brand. Strategically positioned to meet growing water and wastewater infrastructure needs, the Company’s skilled team is committed to quality and innovation while upholding its core values of accountability, commitment, and teamwork. Headquartered in Vancouver, Washington, the Company operates 13 manufacturing facilities across North America.

The Condensed Consolidated Financial Statements are expressed in United States Dollars and include the accounts of the Company and its subsidiaries over which the Company exercises control as of the financial statement date. Intercompany accounts and transactions have been eliminated. Certain amounts from the prior year financial statements have been reclassified in order to conform to the current year presentation. These reclassifications had no effect on the Company’s financial position or results of operations.

The accompanying unaudited interim Condensed Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. The financial information as of December 31, 2024 is derived from the audited Consolidated Financial Statements presented in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2024 (“2024 Form 10‑K”). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission and the accounting standards for interim financial statements. In the opinion of management, the accompanying Condensed Consolidated Financial Statements include all adjustments necessary (which are of a normal and recurring nature) for the fair statement of the results of the interim periods presented. The Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto together with management’s discussion and analysis of financial condition and results of operations contained in the Company’s 2024 Form 10‑K.

Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the entire fiscal year ending December 31, 2025.

Company Name

The Company’s shareholders approved an amendment to the Company’s Articles of Incorporation to change the corporate name of the Company from Northwest Pipe Company to NWPX Infrastructure, Inc. at the Annual Meeting of Shareholders held on June 12, 2025 (the “Name Change”). That same day, the Company effectuated the Name Change by filing an amendment of the Articles of Incorporation with the Oregon Secretary of State and amended and restated its Bylaws to reflect the Name Change.

At the same time, the Company renamed one of its two operating segments. The segment previously referred to as “Engineered Steel Pressure Pipe (SPP)” has been renamed “Water Transmission Systems (WTS)” to better reflect the value contribution specifically from the business unit’s capabilities in engineering, production execution, and delivery of critical integrated water pipeline systems. The “Precast Infrastructure and Engineered Systems (Precast)” segment name remains unchanged. This change in naming convention does not affect the composition of the segments or the basis of segment reporting, as there have been no changes to how the CODM manages or evaluates performance.

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2.	Inventories

Inventories consist of the following (in thousands):

	*September 30, 2025*		*December 31, 2024*

Raw materials	$	48,315	$	54,024
Work-in-process		1,329		1,008
Finished goods		21,973		22,204
Supplies		2,904		2,534
Total inventories	$	74,521	$	79,770

3.	Credit Agreement

The Credit Agreement dated June 30, 2021 with Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, and the lenders from time to time party thereto, including the initial sole lender, Wells Fargo (the “Lenders”), as amended by the Incremental Amendment dated October 22, 2021, the Second Amendment to Credit Agreement dated April 29, 2022, the Third Amendment to Credit Agreement dated June 29, 2023, and the Fourth Amendment to Credit Agreement and Ratification of Loan Documents dated August 13, 2025 (together, the “Amended Credit Agreement”), provides for a revolving loan, swingline loan, and letters of credit in the aggregate amount of up to $125 million (“Revolver Commitment”), with an option for the Company to increase that amount by $50 million, subject to provisions of the Amended Credit Agreement. The Amended Credit Agreement will expire, and all obligations outstanding will mature, on August 13, 2030. The Company may prepay outstanding amounts at its discretion without penalty at any time, subject to applicable notice requirements.

The Amended Credit Agreement contains customary representations and warranties, as well as customary affirmative and negative covenants, events of default, and indemnification provisions in favor of the Lenders. The negative covenants include restrictions regarding the incurrence of liens and indebtedness, annual capital expenditures, certain investments, acquisitions, and dispositions, and other matters, all subject to certain exceptions. The Amended Credit Agreement requires the Company to regularly provide financial information to Wells Fargo and to maintain a consolidated senior leverage ratio no greater than 3.00 to 1.00 (subject to certain exceptions) and a minimum consolidated earnings before interest, taxes, depreciation, and amortization (as defined in the Amended Credit Agreement) of at least $35 million for the four consecutive fiscal quarters most recently ended. Pursuant to the Amended Credit Agreement, the Company has also agreed that it will not sell, assign, or otherwise dispose or encumber, any of its owned real property. The occurrence of an event of default could result in the acceleration of the obligations under the Amended Credit Agreement. The Company was in compliance with its financial covenants as of September 30, 2025.

The Company’s obligations under the Amended Credit Agreement are secured by a senior security interest in substantially all of the Company’s and its subsidiaries’ assets.

Line of Credit (Revolving and Swingline Loans)

As of September 30, 2025 under the Amended Credit Agreement, the Company had $27.6 million of outstanding revolving loan borrowings, $1.6 million of outstanding letters of credit, and additional borrowing capacity of approximately $96 million. As of December 31, 2024 under the Amended Credit Agreement, the Company had $24.7 million of outstanding revolving loan borrowings and $1.6 million of outstanding letters of credit. Revolving loans under the Amended Credit Agreement bear interest at rates related to, at the Company’s option and subject to the provisions of the Amended Credit Agreement, either: (i) Base Rate (as defined in the Amended Credit Agreement) plus the Applicable Margin; (ii) Adjusted Daily Simple Secured Overnight Finance Rate (“SOFR”) (as defined in the Amended Credit Agreement) plus the Applicable Margin; or (iii) Adjusted Term SOFR (as defined in the Amended Credit Agreement) plus the Applicable Margin. The “Applicable Margin” is 0.50% to 2.00%, depending on the Company’s Consolidated Senior Leverage Ratio (as defined in the Amended Credit Agreement) and the interest rate option chosen. Interest on outstanding revolving loans is payable monthly in arrears. Swingline loans under the Amended Credit Agreement bear interest at the Base Rate plus the Applicable Margin. As of September 30, 2025 and December 31, 2024, the weighted-average interest rate for outstanding borrowings was 5.84% and 6.68%, respectively. The Amended Credit Agreement requires the payment of a commitment fee of between 0.20% and 0.25%, based on the amount by which the Revolver Commitment exceeds the average daily balance of outstanding borrowings (as defined in the Amended Credit Agreement). Such fee is payable monthly in arrears. The Company is also obligated to pay additional fees customary for credit facilities of this size and type.

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4.	Leases

The Company has entered into various equipment and property leases. Certain lease agreements include renewals and/or purchase options set to expire at various dates, and certain lease agreements include rental payments adjusted periodically for inflation. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Company determines if an arrangement is a lease at inception. Leases with an initial term of twelve months or less are not recorded on the balance sheet; costs for these leases are recognized as incurred over the lease term. For leases with an initial term greater than twelve months, right-of-use assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. When the Company’s leases do not provide an implicit rate of return, the Company uses its revolving loan borrowing rate in determining the present value of lease payments. Some of the Company’s lease agreements contain non-lease components, which are accounted for separately.

The following table summarizes the Company’s leases recorded on the Condensed Consolidated Balance Sheets (in thousands):

	*September 30, 2025*		*December 31, 2024*
Right-of-use assets:
Finance leases, net, included in Property and equipment (1)	$	6,891	$	6,497
Operating leases		88,332		87,747
Total right-of-use assets	$	95,223	$	94,244

Lease liabilities:
Finance leases	$	6,713	$	6,824
Operating leases		92,170		90,731
Total lease liabilities	$	98,883	$	97,555

( 1)	Finance lease right-of-use assets are presented net of accumulated amortization of $3.3 million and $2.3 million as of September 30, 2025 and December 31, 2024, respectively.

Lease cost consists of the following (in thousands):

	*Three Months Ended September 30,*				*Nine Months Ended September 30,*
	*2025*		*2024*		*2025*		*2024*
Finance lease cost:
Amortization of right-of-use assets	$	366	$	344	$	1,092	$	1,028
Interest on lease liabilities		116		120		348		377
Operating lease cost		2,098		2,118		6,395		5,827
Short-term lease cost		398		410		1,154		1,026
Variable lease cost		386		27		1,132		431
Total lease cost	$	3,364	$	3,019	$	10,121	$	8,689

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The future payments of lease liabilities as of September 30, 2025 are as follows (in thousands):

	*Finance Leases*			*Operating Leases*

Remainder of 2025	$	774		$	1,831
2026		2,290			7,301
2027		2,057			7,229
2028		1,591			7,350
2029		518			7,156
Thereafter		323			87,508
Total lease payments		7,553			118,375
Amount representing interest		(840	)		(26,205	)
Present value of lease liabilities		6,713			92,170
Current portion of lease liabilities (1)		(2,175	)		(4,769	)
Long-term lease liabilities (2)	$	4,538		$	87,401

(1)	Current portion of finance lease liabilities are included in Accrued liabilities.

(2)	Long-term finance lease liabilities, less current portion are included in Other long-term liabilities.

The following table summarizes the lease terms and discount rates for the lease liabilities:

	*September 30, 2025*			*December 31, 2024*
Weighted-average remaining lease term (years)
Finance leases		3.14			3.39
Operating leases		16.00			16.51
Weighted-average discount rate
Finance leases		6.84	%		7.06	%
Operating leases		2.81	%		2.54	%

The following table presents other information related to the operating and finance leases (in thousands):

	*Nine Months Ended September 30,*
	*2025*			*2024*
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases	$	(348	)	$	(377	)
Operating cash flows from operating leases		(5,626	)		(5,036	)
Financing cash flows from finance leases		(1,199	)		(1,067	)
Right-of-use assets obtained in exchange for finance lease liabilities		1,088			269
Right-of-use assets obtained in exchange for operating lease liabilities		5,216			481

5.	Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability, in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants at the measurement date.

The authoritative guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. These levels are: Level 1 (inputs are quoted prices in active markets for identical assets or liabilities); Level 2 (inputs are other than quoted prices that are observable, either directly or indirectly through corroboration with observable market data); and Level 3 (inputs are unobservable, with little or no market data that exists, such as internal financial forecasts). The Company is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

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The following table summarizes information regarding the Company’s financial assets and liabilities that are measured at fair value on a recurring basis (in thousands):

	*Total*			*Level 1*		*Level 2*			*Level 3*
As of September 30, 2025
Financial assets:
Deferred compensation plan	$	3,814		$	3,421	$	393		$	-
Foreign currency forward contracts		15			-		15			-
Interest rate swaps		61			-		61			-
Total financial assets	$	3,890		$	3,421	$	469		$	-

Financial liabilities:
Foreign currency forward contracts	$	(300	)	$	-	$	(300	)	$	-

As of December 31, 2024
Financial assets:
Deferred compensation plan	$	3,784		$	3,282	$	502		$	-
Foreign currency forward contracts		143			-		143			-
Interest rate swaps		187			-		187			-
Total financial assets	$	4,114		$	3,282	$	832		$	-

Financial liabilities:
Foreign currency forward contracts	$	(6	)	$	-	$	(6	)	$	-
Interest rate swaps		(88	)		-		(88	)		-
Total financial liabilities	$	(94	)	$	-	$	(94	)	$	-

The deferred compensation plan assets consist of cash and several publicly traded stock and bond mutual funds, valued using quoted market prices in active markets, classified as Level 1 within the fair value hierarchy, as well as guaranteed investment contracts, valued at principal plus interest credited at contract rates, classified as Level 2 within the fair value hierarchy. Deferred compensation plan assets are included within Other assets in the Condensed Consolidated Balance Sheets.

The foreign currency forward contracts and interest rate swaps are derivatives valued using various pricing models or discounted cash flow analyses that incorporate observable market parameters, such as interest rate yield curves and currency rates, and are classified as Level 2 within the fair value hierarchy. Derivative valuations incorporate credit risk adjustments that are necessary to reflect the probability of default by the counterparty or the Company. The foreign currency forward contracts and interest rate swaps are presented at their gross fair values. The current portion of foreign currency forward contract and interest rate swap assets are included within Prepaid expenses and other and foreign currency forward contract and interest rate swap liabilities are included within Accrued liabilities in the Condensed Consolidated Balance Sheets. The noncurrent portion of interest rate swap assets are included within Other assets in the Condensed Consolidated Balance Sheets.

The net carrying amounts of cash and cash equivalents, trade and other receivables, accounts payable, and accrued liabilities approximate fair value due to the short-term nature of these instruments. The net carrying amount of the borrowings on the line of credit approximates fair value due to its variable interest rate based on current market rates. The Company is obligated to repay the carrying value of its long-term debt. The fair value of the Company’s long-term debt is calculated using interest rates for its existing debt arrangements which are classified as Level 2 inputs within the fair value hierarchy. As of September 30, 2025, the fair value of the Company’s long-term debt approximates the carrying value due to its variable interest rate based on current market rates.

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6.	Stockholders’ Equity

Share Repurchase Program

On November 2, 2023, the Company announced its authorization of a share repurchase program of up to $30 million of its outstanding common stock. The program does not commit to any particular timing or quantity of purchases, and the program may be suspended or discontinued at any time. Under the program, shares may be purchased in open market, including through plans adopted pursuant to Rule 10b5‑1 of the Securities Exchange Act of 1934, as amended, or in privately negotiated transactions administered by its broker.

At this time, the Company has elected to limit its share repurchase transactions to only those transactions made under Rule 10b5‑1 trading plans. In November 2023, the Company executed a Rule 10b5‑1 trading plan which designated up to $10 million for daily share repurchases with volumes that fluctuated with changes in the trading price of its common stock. This Rule 10b5‑1 trading plan was terminated in December 2024. In March 2025, the Company executed a Rule 10b5‑1 trading plan which designated up to $5 million for daily share repurchases with volumes that fluctuate with changes in the trading price of its common stock. All shares under this Rule 10b5‑1 trading plan were repurchased as of April 15, 2025. In May 2025, the Company executed a Rule 10b5‑1 trading plan which designated up to $10 million for daily share repurchases with volumes that fluctuate with changes in the trading price of its common stock. All shares under this Rule 10b5‑1 trading plan were repurchased as of July 31, 2025. In August 2025, the Company executed a Rule 10b5‑1 trading plan which designates up to $9 million for daily share repurchases between September 15, 2025 and October 30, 2025 with volumes that fluctuate with changes in the trading price of its common stock.

During the three and nine months ended September 30, 2025, the Company repurchased approximately 186,000 shares and 379,000 shares, respectively, of the Company’s common stock for an aggregate amount of $8.0 million and $15.8 million, respectively. During the nine months ended September 30, 2024, the Company repurchased approximately 145,000 shares of the Company’s common stock for an aggregate amount of $4.3 million. The Company did not repurchase shares during the three months ended September 30, 2024. All shares reacquired in connection with the Company’s share repurchase program are retired and treated as authorized and unissued shares. As of September 30, 2025, $9.1 million of the share repurchase authorization remained available for repurchases under this program.

Subsequent to September 30, 2025, through October 28, 2025, the Company repurchased approximately 25,000 shares at an average price of $51.95 per share for a total purchase price of $1.3 million pursuant to a Rule 10b5‑1 trading plan.

7.	Share-based Compensation

The Company has one active stock incentive plan for employees and directors, the 2022 Stock Incentive Plan, which provides for awards of stock options to purchase shares of common stock, stock appreciation rights, restricted and unrestricted shares of common stock, restricted stock units (“RSUs”), and performance share awards (“PSAs”). In addition, the Company had one inactive stock incentive plan, the 2007 Stock Incentive Plan, under which the last awards granted vested on April 1, 2024.

The Company recognizes the compensation cost of employee and director services received in exchange for awards of equity instruments based on the grant date estimated fair value of the awards. The Company estimates the fair value of RSUs and PSAs using the value of the Company’s stock on the date of grant. Share-based compensation cost is recognized over the period during which the employee or director is required to provide service in exchange for the award and, as forfeitures occur, the associated compensation cost recognized to date is reversed. For awards with performance-based payout conditions, the Company recognizes compensation cost based on the probability of achieving the performance conditions, with changes in expectations recognized as an adjustment to earnings in the period of change. Any recognized compensation cost is reversed if the conditions are ultimately not met.

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The following table summarizes share-based compensation expense recorded (in thousands):

	*Three Months Ended September 30,*				*Nine Months Ended September 30,*
	*2025*		*2024*		*2025*		*2024*

Cost of sales	$	325	$	387	$	906	$	1,102
Selling, general, and administrative expense		907		775		3,018		2,734
Total	$	1,232	$	1,162	$	3,924	$	3,836

Restricted Stock Units and Performance Share Awards

The Company’s stock incentive plan provides for equity instruments, such as RSUs and PSAs, which grant the right to receive a specified number of shares at specified times. RSUs and PSAs are service-based awards that vest according to the terms of the grant. PSAs have performance-based payout conditions.

The following table summarizes the Company’s RSU and PSA activity:

	*Number of RSUs and PSAs (1)*			*Weighted-Average Grant Date Fair Value*

Unvested RSUs and PSAs as of December 31, 2024		240,071		$	31.89
RSUs and PSAs granted		107,065			42.41
RSUs and PSAs vested (2)		(117,339	)		31.24
Unvested RSUs and PSAs as of September 30, 2025		229,797			37.12

(1)	The number of PSAs disclosed in this table are at the target level of 100%.

(2)	For the PSAs vested on March 31, 2025, the actual number of common shares that were issued was determined by multiplying the PSAs at the target level of 100%, as disclosed in this table, by a payout percentage based on the performance-based conditions achieved. The payout percentage was 118% for the 2022-2024 performance period, 111% for the 2023-2024 performance period, and 133% for the 2024 performance period.

The unvested balance of RSUs and PSAs as of September 30, 2025 includes approximately 172,000 PSAs at the target level of 100%. The vesting of these awards is subject to the achievement of specified performance-based conditions, and the actual number of common shares that will ultimately be issued will be determined by multiplying this number of PSAs by a payout percentage ranging from 0% to 200%.

Based on the estimated level of achievement of the performance targets associated with the PSAs as of September 30, 2025, unrecognized compensation expense related to the unvested portion of the Company’s RSUs and PSAs was $4.9 million, which is expected to be recognized over a weighted-average period of 1.6 years.

Stock Awards

For the nine months ended September 30, 2025 and 2024, stock awards of 12,996 shares and 14,424 shares, respectively, were granted to non-employee directors, which vested immediately upon issuance. The Company recorded compensation expense based on the weighted-average fair market value per share of the awards on the grant date of $39.23 in 2025 and $33.27 in 2024.

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8.	Commitments and Contingencies

Portland Harbor Superfund Site

In 2000, a section of the lower Willamette River known as the Portland Harbor Superfund Site was included on the National Priorities List at the request of the United States Environmental Protection Agency (“EPA”). While the Company’s Portland, Oregon manufacturing facility does not border the Willamette River, an outfall from the facility’s stormwater system drains into a neighboring property’s privately owned stormwater system and slip. Also in 2000, the Company was notified by the EPA and the Oregon Department of Environmental Quality (“ODEQ”) of potential liability under the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”). A remedial investigation and feasibility study of the Portland Harbor Superfund Site was directed by a group of 14 potentially responsible parties (“PRPs”) known as the Lower Willamette Group, under agreement with the EPA. The EPA finalized the remedial investigation report in 2016, and the feasibility study in 2016, which identified multiple remedial alternatives. In 2017, the EPA issued its Record of Decision (“ROD”) selecting the remedy for cleanup at the Portland Harbor Superfund Site, which it believes will cost approximately $1 billion at net present value and 13 years to complete. These costs are likely to increase given remediation will not be implemented for several years. In November 2024, the Company was one of approximately 60 PRPs to receive a confidential Special Notice Letter (“SNL”) from the EPA. The EPA expressed its intent is to obtain a commitment from named PRPs of their intent to negotiate towards a Consent Decree that is aligned with the ROD. The Company submitted its response in May 2025 which, like the SNL, is intended to remain confidential. The EPA has commented that it continues to expect settlement negotiations to take approximately two years, and it has not yet determined who is responsible for the costs of cleanup or how the cleanup costs will be allocated among the more than 150 PRPs. Because of the large number of PRPs and the variability in the range of remediation alternatives, the Company is unable to estimate an amount or an amount within a range of costs for its obligation with respect to the Portland Harbor Superfund Site matters, and no liability has been recorded as of the date of this filing.

The Company and the ODEQ have agreed to a monitored natural attenuation work plan designed to provide ongoing monitoring of shallow groundwater objectives established for the Company’s site. Regular testing has confirmed that natural attenuation is an effective form of controlling the release of contaminants into the Willamette River. Any future liabilities or other obligations associated with source control would be derived from observed failure to meet groundwater objectives, which are considered unlikely based on the Company’s pattern of successful testing results.

Concurrent with the activities of the EPA and the ODEQ, the Portland Harbor Natural Resources Trustee Council (“Trustees”) sent some or all of the same parties, including the Company, a notice of intent to perform a Natural Resource Damage Assessment (“NRDA”) for the Portland Harbor Superfund Site to determine the nature and extent of natural resource damages under CERCLA Section 107. The Trustees for the Portland Harbor Superfund Site consist of representatives from several Northwest Indian Tribes, three federal agencies, and one state agency. The Trustees act independently of the EPA and the ODEQ. The Trustees have encouraged PRPs to voluntarily participate in the funding of their injury assessments and several of those parties have agreed to do so. In 2014, the Company agreed to participate in the injury assessment process, which included funding $0.4 million of the assessment. The Company has not assumed any additional payment obligations or liabilities with the participation with the NRDA, nor does the Company expect to incur significant future costs in the resolution of the NRDA.

In 2017, the Confederated Tribes and Bands of the Yakama Nation, a Trustee until they withdrew from the council in 2009, filed a complaint against the PRPs including the Company to recover costs related to their own injury assessment and compensation for natural resources damages. The case has been stayed, and the Company does not have sufficient information at this time to determine the likelihood of a loss in this matter or the amount of damages that could be allocated to the Company.

The Company has insurance policies for defense costs, as well as indemnification policies it believes will provide reimbursement for the remediation assessed. However, the Company can provide no assurance that those policies will cover all of the costs which the Company may incur.

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All Sites

The Company operates its facilities under numerous governmental permits and licenses relating to air emissions, stormwater runoff, and other environmental matters. The Company’s operations are also governed by many other laws and regulations, including those relating to workplace safety and worker health, principally the Occupational Safety and Health Act and regulations thereunder which, among other requirements, establish noise and dust standards. The Company believes it is in material compliance with its permits and licenses and these laws and regulations, and the Company does not believe that future compliance with such laws and regulations will have a material adverse effect on its financial position, results of operations, or cash flows.

Other Contingencies and Legal Proceedings

From time to time, the Company is party to a variety of legal actions, including claims, suits, complaints, and investigations arising out of the ordinary course of its business. The Company maintains insurance coverage against potential claims in amounts that are believed to be adequate. To the extent that insurance does not cover legal, defense, and indemnification costs associated with a loss contingency, the Company records accruals when such losses are considered probable and reasonably estimable. The Company believes that it is not presently a party to legal actions, the outcomes of which would have a material adverse effect on its business, financial condition, results of operations, or cash flows.

Commitments

As of September 30, 2025, the Company’s commitments include approximately $2.1 million remaining relating to its investment in a catch basin machine at the Orem, Utah facility.

Guarantees

The Company has entered into certain letters of credit that total $1.6 million as of September 30, 2025. The letters of credit relate to workers’ compensation insurance and a public improvement project.

9.	Revenue

The Company manufactures water infrastructure steel pipe products, which are generally made to custom specifications for installation contractors serving projects funded by public water agencies, as well as precast and reinforced concrete products. Generally, each of the Company’s contracts with its customers contains a single performance obligation, as the promise to transfer products is not separately identifiable from other promises in the contract and, therefore, is not distinct. The Company generally does not recognize revenue on a contract until the contract has approval and commitment from both parties, the contract rights and payment terms can be identified, the contract has commercial substance, and its collectability is probable.

WTS revenue for water infrastructure steel pipe products is recognized over time as the manufacturing process progresses because of the Company’s right to payment for work performed to date plus a reasonable profit on cancellations for unique products that have no alternative use to the Company. Revenue is measured by the costs incurred to date relative to the estimated total direct costs to fulfill each contract. Contract costs include all material, labor, and other direct costs incurred in satisfying the performance obligations. The cost of steel material is recognized as a contract cost when the steel is introduced into the manufacturing process. Changes in job performance, job conditions, and estimated profitability, including those arising from contract change orders, contract penalty provisions, foreign currency exchange rate movements, changes in raw materials costs, and final contract settlements may result in revisions to estimates of revenue, costs, and income, and are recognized in the period in which the revisions are determined. Provisions for losses on uncompleted contracts, included in Accrued liabilities, are estimated by comparing total estimated contract revenue to the total estimated contract costs and a loss is recognized during the period in which it becomes probable and can be reasonably estimated.

Net revisions in contract estimates resulted in an increase in WTS net sales of $4.2 million and $8.4 million for the three and nine months ended September 30, 2025, respectively and $0.8 million and $3.1 million for the three and nine months ended September 30, 2024, respectively.

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Precast revenue for water infrastructure concrete pipe and precast concrete products is recognized at the time control is transferred to customers which is generally at the time of shipment, in an amount that reflects the consideration the Company expects to be entitled to in exchange for the products. All variable considerations that may affect the total transaction price, including contractual discounts, returns, and credits, are included in net sales. Estimates for variable consideration are based on historical experience, anticipated performance, and management’s judgment. The Company’s contracts do not contain significant financing.

Disaggregation of Revenue

The following table disaggregates revenue by recognition over time or at a point in time, as the Company believes it best depicts how the nature, amount, timing, and uncertainty of its revenue and cash flows are affected by economic factors (in thousands):

	*Three Months Ended September 30,*				*Nine Months Ended September 30,*
	*2025*		*2024*		*2025*		*2024*

Over time	$	103,866	$	85,924	$	266,900	$	255,454
Point in time		47,201		44,277		133,464		117,467
Net sales	$	151,067	$	130,201	$	400,364	$	372,921

Contract Assets and Contract Liabilities

Contract assets primarily represent revenue earned over time but not yet billable based on the terms of the contracts. These amounts will be billed based on the terms of the contracts, which can include certain milestones, partial shipments, or completion of the contracts. Payment terms of amounts billed vary based on the customer, but are typically due within 30 days of invoicing. Contract liabilities represent advance billings on contracts, typically for purchased steel.

The difference between the opening and closing balances of the Company’s contract assets and contract liabilities primarily results from the timing difference between the Company’s performance and billings.

The following is a summary of the changes in contract assets and contract liabilities (in thousands):

	*Contract Assets*			*Contract Liabilities*			*Net Contract Assets*
Nine Months Ended September 30, 2025
Balance, beginning of period	$	103,422		$	(11,197	)	$	92,225
Revenue recognized		221,113			45,787			266,900
Billings		(228,701	)		(43,131	)		(271,832	)
Other		1,048			233			1,281
Balance, end of period	$	96,882		$	(8,308	)	$	88,574

Nine Months Ended September 30, 2024
Balance, beginning of period	$	120,516		$	(21,450	)	$	99,066
Revenue recognized		220,632			34,822			255,454
Billings		(220,060	)		(42,333	)		(262,393	)
Other		(105	)		64			(41	)
Balance, end of period	$	120,983		$	(28,897	)	$	92,086

The Company recognized revenue that was included in the contract liabilities balance at the beginning of each period of $11.1 million and $19.3 million during the nine months ended September 30, 2025 and 2024, respectively.

Backlog

Backlog represents the balance of remaining performance obligations under signed contracts for WTS water infrastructure steel pipe products for which revenue is recognized over time. As of September 30, 2025, backlog was $257 million. The Company expects to recognize approximately 29% of the remaining performance obligations in 2025, 45% in 2026, and the balance thereafter.

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10.

Income Taxes

The Company files income tax returns in the United States Federal jurisdiction, in a limited number of foreign jurisdictions, and in many state jurisdictions. With few exceptions, the Company is no longer subject to United States Federal, state, or foreign income tax examinations for years before 2021.

The Company recorded income tax expense at an estimated effective income tax rate of 26.0% and 25.6% for the three and nine months ended September 30, 2025, respectively and 26.3% and 26.3% for the three and nine months ended September 30, 2024, respectively. The Company’s estimated effective income tax rates for the three months ended September 30, 2025 and for the three and nine months ended September 30, 2024 were primarily impacted by non-deductible permanent differences. The Company’s estimated effective income tax rate for the nine months ended September 30, 2025 was primarily impacted by non-deductible permanent differences, partially offset by the tax windfalls recognized upon the vesting of equity awards.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, extending key provisions of the 2017 Tax Cuts and Jobs Act including, but not limited to, federal bonus depreciation and deductions for domestic research and development expenditures. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company has evaluated the OBBBA enacted during the quarter and estimated its impact on the consolidated financial statements to be immaterial. The Company will continue to evaluate the full impact of these legislative changes as additional guidance becomes available.

11.

Net Income per Share

Basic net income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share is computed by giving effect to all dilutive potential shares of common stock, including RSUs and PSAs, assumed to be outstanding during the period using the treasury stock method. Performance-based PSAs are considered dilutive when the related performance conditions have been met assuming the end of the reporting period represents the end of the performance period. In periods with a net loss, all potential shares of common stock are excluded from the computation of diluted net loss per share as the impact would be antidilutive.

Net income per basic and diluted weighted-average common share outstanding was calculated as follows (in thousands, except per share and footnoted amounts):

	*Three Months Ended September 30,*				*Nine Months Ended September 30,*
	*2025*		*2024*		*2025*		*2024*

Net income	$	13,505	$	10,253	$	26,532	$	24,110

Basic weighted-average common shares outstanding		9,678		9,919		9,830		9,915
Effect of potentially dilutive common shares		135		136		136		125
Diluted weighted-average common shares outstanding		9,813		10,055		9,966		10,040

Net income per common share:
Basic	$	1.40	$	1.03	$	2.70	$	2.43
Diluted	$	1.38	$	1.02	$	2.66	$	2.40

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12.

Segment Information

The operating segments reported below are based on the nature of the products sold and the manufacturing process used by the Company and are the segments of the Company for which discrete financial information is available and for which operating results are regularly evaluated by the Company’s CODM, its Chief Executive Officer.

The Company’s Water Transmission Systems (WTS) segment manufactures large-diameter, high-pressure steel pipeline systems for use in water infrastructure applications, which are primarily related to drinking water systems. These products are also used for hydroelectric power systems, wastewater systems, seismic resiliency, and other applications. In addition, WTS makes products for industrial plant piping systems and certain structural applications. WTS has manufacturing facilities located in Portland, Oregon; Adelanto and Tracy, California; Parkersburg, West Virginia; Saginaw, Texas; St. Louis, Missouri; and San Luis Río Colorado, Mexico.

The Company’s Precast Infrastructure and Engineered Systems (Precast) segment manufactures stormwater and wastewater technology products, high-quality precast and reinforced concrete products, including reinforced concrete pipe, manholes, box culverts, vaults, and catch basins, pump lift stations, oil water separators, biofiltration units, and other environmental and engineered solutions. Precast has manufacturing facilities located in Dallas, Houston, and San Antonio, Texas; and Orem, Salt Lake City, and St. George, Utah.

The CODM uses gross profit to assess performance of each segment by comparing actual gross profit results to historical results and previously forecasted financial information, and to determine allocation of operating and capital resources. The Company does not allocate selling, general, and administrative expenses, interest, other non-operating income or expense items, or taxes to segments, and there are no intersegment revenues. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies.

The following table summarizes net sales, cost of sales, and gross profit based on the Company’s reportable segments (in thousands):

	*Three Months Ended*				*Nine Months Ended*
	*September 30, 2025*				*September 30, 2025*
	*2025*		*2024*		*2025*		*2024*
Net sales:
Water Transmission Systems	$	103,866	$	85,924	$	266,900	$	255,454
Precast Infrastructure and Engineered Systems		47,201		44,277		133,464		117,467
Total net sales	$	151,067	$	130,201	$	400,364	$	372,921

Cost of sales:
Water Transmission Systems (1)	$	81,750	$	69,296	$	217,555	$	207,603
Precast Infrastructure and Engineered Systems (2)		37,167		33,886		105,929		92,351
Total cost of sales	$	118,917	$	103,182	$	323,484	$	299,954

Gross profit:
Water Transmission Systems	$	22,116	$	16,628	$	49,345	$	47,851
Precast Infrastructure and Engineered Systems		10,034		10,391		27,535		25,116
Total gross profit	$	32,150	$	27,019	$	76,880	$	72,967

(1)	Depreciation and amortization included in Cost of sales for the WTS segment was $3.0 million and $8.4 million for the three and nine months ended September 30, 2025, respectively and $3.1 million and $8.8 million for the three and nine months ended September 30, 2024, respectively.

(2)	Depreciation and amortization included in Cost of sales for the Precast segment was $1.1 million and $2.7 million for the three and nine months ended September 30, 2025, respectively and $0.9 million and $2.1 million for the three and nine months ended September 30, 2024, respectively.

The Company’s total assets are not presented for each reportable segment as they are not reviewed by, nor otherwise regularly provided to, the CODM.

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13.

Recent Accounting and Reporting Developments

There have been no developments to recently issued accounting standards, including the expected dates of adoption and estimated effects on the Company’s Condensed Consolidated Financial Statements and disclosures in Notes to Condensed Consolidated Financial Statements, from those disclosed in the Company’s 2024 Form 10‑K, except for the following.

Recent Accounting Standards

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023‑09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023‑09”) which improves the transparency, effectiveness, and comparability of income tax disclosures and allows investors to better assess, in their capital allocation decisions, how an entity’s worldwide operations and related tax risks and tax planning and operation opportunities affect its income tax rate and prospects for future cash flows. ASU 2023‑09 will be applied prospectively, and will be effective for the Company’s 2025 annual reporting, with early adoption permitted. The Company does not expect that the adoption of this guidance will have a material impact on the consolidated financial statements, other than additional disclosures in the notes to the consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024‑03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220‑40): Disaggregation of Income Statement Expenses” (“ASU 2024‑03”) which requires public business entities to disclose additional information about specific expense categories in the notes to financial statements. ASU 2024‑03 is required to be applied prospectively, and will be effective for the Company’s 2027 annual reporting and for interim periods beginning in 2028. Early adoption and retrospective application are permitted. The Company does not expect that the adoption of this guidance will have a material impact on the consolidated financial statements, other than additional disclosures in the notes to the consolidated financial statements.

In July 2025, the FASB issued ASU No. 2025‑05, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets” (“ASU 2025‑05”) which provides a practical expedient permitting all entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset when developing reasonable and supportable forecasts as part of estimating expected credit losses. ASU 2025‑05 will be adopted prospectively and will be effective for the Company beginning January 1, 2026, including interim periods in 2026, with early adoption permitted. The Company does not expect a material impact to its financial position, results of operations, or cash flows from adoption of this guidance.

14.

Subsequent Event

The Company had two noncontributory defined benefit plans. Effective 2001, both plans were frozen and participants were fully vested in their accrued benefits as of the date each plan was frozen. In December 2024, the Company’s Board of Directors approved the termination of its defined benefit plans, subject to approvals from the Internal Revenue Service and the Pension Benefit Guaranty Corporation. The termination was effective April 30, 2025. On September 30, 2025, the Company entered into an agreement to purchase annuity contracts to transfer its remaining obligations under the plans, which occurred on October 3, 2025. In connection with the plans’ termination, the Company expects to record a noncash pension settlement charge between $1.5 million and $2.0 million during the fourth quarter of 2025 which includes the reclassification of unrecognized pension losses from Accumulated other comprehensive loss to Other income (expense) on the Consolidated Statements of Operations.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other sections of this Quarterly Report on Form 10‑Q for the quarter ended September 30, 2025 (“2025 Q3 Form 10‑Q”) contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on current expectations, estimates, and projections about our business, management’s beliefs, and assumptions made by management. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “forecasts,” “should,” “could,” and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements as a result of a variety of important factors. While it is impossible to identify all such factors, those that could cause actual results to differ materially from those estimated by us include:

	•	changes in demand and market prices for our products;
	•	product mix;
	•	bidding activity and order modifications or cancelations;
	•	timing of customer orders and deliveries;
	•	production schedules;
	•	price and availability of raw materials;
	•	excess or shortage of production capacity;
	•	product quality assurance failures that result in decreased sales and operating margin, product returns, product liability, warranty, or other claims;
	•	international trade policy and regulations;
	•	changes in trade policy (in particular with Canada and Mexico) and duties imposed on imports and exports and the related impacts on us;
	•	economic uncertainty and associated trends in macroeconomic conditions, including potential recession, inflation, and the state of the housing and commercial construction markets;
	•	interest rate risk and changes in market interest rates, including the impact on our customers and related demand for our products;
	•	our ability to identify and complete internal initiatives and/or acquisitions in order to grow our business;
	•	our ability to effectively integrate future acquisitions into our business and operations that produce accretive financial results;
	•	effects of security breaches, computer viruses, and cybersecurity incidents;
	•	timing and amount of share repurchases;
	•	impacts of U.S. tax reform legislation on our results of operations, and the impact on our customers and related demand for our products;
	•	delays or reductions in state or local government spending due to revisions to federal appropriations brought on by policy changes, staffing levels or the inability to pass budget reconciliation legislation;
	•	adequacy of our insurance coverage;
	•	supply chain challenges;
	•	our ability to attract and retain talented employees;
	•	impact of geopolitical trends, changes, and events, including various military conflicts or tensions and the regional and global ramifications of these conditions;
	•	operating problems at our manufacturing operations including fires, explosions, inclement weather, and floods and other natural disasters;
	•	effectiveness of future implementations or conversions of enterprise resource planning or other key systems;
	•	material weaknesses in our internal control over financial reporting and our ability to remediate such weaknesses;
	•	impacts of pandemics, epidemics, or other public health emergencies; and
	•	other risks discussed in Part I — Item 1A. “Risk Factors” of our Annual Report on Form 10‑K for the year ended December 31, 2024 (“2024 Form 10‑K”) and from time to time in our other Securities and Exchange Commission (the “SEC”) filings and reports.

Such forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this 2025 Q3 Form 10‑Q. If we do update or correct one or more forward-looking statements, investors and others should not conclude that we will make additional updates or corrections with respect thereto or with respect to other forward-looking statements.

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Overview

NWPX Infrastructure, Inc., formerly known as Northwest Pipe Company, is a leading manufacturer of water-related infrastructure products, and operates in two segments, Water Transmission Systems (“WTS”), operating as the Northwest Pipe Company brand, and Precast Infrastructure and Engineered Systems (“Precast”), which includes the brands NWPX Geneva and NWPX Park. For detailed descriptions of these segments, see Note 12, “Segment Information” of the Notes to Condensed Consolidated Financial Statements in Part I – Item 1. “Financial Statements” of this 2025 Q3 Form 10‑Q.

Under our Northwest Pipe Company brand, we are the largest manufacturer of engineered water transmission systems in North America and produce steel casing pipe, bar-wrapped concrete cylinder pipe, and pipeline system joints and fittings. We also provide solution-based products for a wide range of markets including high-quality reinforced precast concrete products and lined precast sanitary sewer system components, which are manufactured under our NWPX Geneva brand, as well as water distribution and management equipment including pump lift stations, wastewater pretreatment, and stormwater quality products through our NWPX Park brand. Strategically positioned to meet growing water and wastewater infrastructure needs, our skilled team is committed to quality and innovation while upholding our core values of accountability, commitment, and teamwork. Headquartered in Vancouver, Washington, we operate 13 manufacturing facilities across North America.

Our water infrastructure products are sold generally to installation contractors, who include our products in their bids to federal, state, and municipal agencies, privately-owned water companies, or developers for specific projects. We believe our sales are substantially driven by spending on urban growth and new water infrastructure with a recent trend towards spending on water infrastructure replacement, repair, and upgrade. Within the total range of products, our steel pipe best addresses the larger-diameter, higher-pressure pipeline applications, while our precast concrete products mainly serve stormwater and sanitary sewer systems.

Company Name

Our shareholders approved an amendment to our Articles of Incorporation to change our corporate name from Northwest Pipe Company to NWPX Infrastructure, Inc. at the Annual Meeting of Shareholders held on June 12, 2025 (the “Name Change”). That same day, we effectuated the Name Change by filing an amendment of our Articles of Incorporation with the Oregon Secretary of State and amended and restated our Bylaws to reflect the Name Change.

At the same time, we renamed one of our two operating segments. The segment previously referred to as “Engineered Steel Pressure Pipe (SPP)” has been renamed “Water Transmission Systems (WTS)” to better reflect the value contribution specifically from our business unit’s capabilities in engineering, production execution, and delivery of critical integrated water pipeline systems. The “Precast Infrastructure and Engineered Systems (Precast)” segment name remains unchanged. This change in naming convention does not affect the composition of the segments or the basis of segment reporting, as there have been no changes to how our chief operating decision maker manages or evaluates performance.

Our Current Economic Environment

Demand for our Precast products is generally influenced by general economic conditions such as housing starts, population growth, interest rates, and rates of inflation. According to the United States Census Bureau, privately-owned housing starts were at a seasonally adjusted annual rate of 1.3 million in August 2025 and 1.5 million in December 2024, and the population of the United States is expected to increase by approximately 2 million people in 2025. While the housing market has softened recently and the current elevated federal funds rate could temper demand for our precast products, we continue to see steady demand in Texas and Utah which are two of the four states in the United States with the highest capital expenditures per capita according to the June 2025 Bluefield Research Insight Report – U.S. & Canada Water & Wastewater Pipe CAPEX Forecasts, 2025-2035 and the states in which our Precast manufacturing facilities are located.

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Our WTS projects are often planned for many years in advance, as we operate that business with a long-term time horizon for which the projects are sometimes part of 50‑year build-out plans. As previously reported, we experienced a reduced level of project bidding in the first quarter of 2025 that rebounded significantly in the second quarter, and we continue to expect full-year 2025 bidding levels to align closely with the level of project bidding we experienced in 2024, as long-term demand for water infrastructure projects in the United States remains relatively strong. Additionally, our WTS business faces uncertainty in the broader domestic economy as recent executive orders, staffing cuts, and other federal funding disputes are viewed to delay funding brought on by the Bipartisan Infrastructure Deal (Infrastructure Investment and Jobs Act (“IIJA”)) and the Inflation Reduction Act. While these delays first impact the engineering and design phases in the early part of the project cycle, elongated delays to funding State Revolving Funds would eventually impact future project bids. According to the August 2025 Bluefield Research Insight Report – Infrastructure Investment & Jobs Act: Tracking the Spending, Q3 2025, approximately $5 billion earmarked under the IIJA has currently been awarded to Drinking Water State Revolving Loan Fund recipients via subawards, leaving most of the $55 billion spending package available; we expect to benefit from this spending late in the cycle due to the long project timelines.

Purchased steel typically represents approximately 30% of our WTS projects’ cost of sales, and higher steel costs generally result in higher selling prices and revenue; however, volatile fluctuations in steel markets can affect our business. WTS contracts are generally quoted on a fixed-price basis, and volatile steel markets can result in selling prices that no longer correlate to the cost available at the time of steel purchase. Our average price of purchased steel was $953 per ton in the first nine months of 2025, compared to annual averages of $914 per ton in 2024 and $994 per ton in 2023.

Economic uncertainty, including the impacts of U.S. global economic policy, inflationary pressures, potential risks of a recession, and disruptions in the financial markets could have an adverse effect on our business. More specifically, we believe the recently enacted trade policies, and the uncertainty around the tariffs and related countermeasures, could dampen construction activity and impact our costs, particularly in the short term. These costs will be mitigated to the extent possible. Rising delays in the planning pipeline suggest that developers are already bracing for impact, grappling with higher tariffs and dwindling federal funding. We expect heightened risk of economic volatility as long as the uncertainty remains, though the direct and indirect impact on our business will also depend on future developments, which cannot be predicted.

Results of Operations

The following tables set forth, for the periods indicated, certain financial information regarding costs and expenses expressed in dollars (in thousands) and as a percentage of total net sales.

	Three Months Ended						Three Months Ended
	September 30, 2025						September 30, 2024
	$			% of Net Sales			$			% of Net Sales
Net sales:
Water Transmission Systems	$	103,866			68.8	%	$	85,924			66.0	%
Precast Infrastructure and Engineered Systems		47,201			31.2			44,277			34.0
Total net sales		151,067			100.0			130,201			100.0
Cost of sales:
Water Transmission Systems		81,750			54.1			69,296			53.2
Precast Infrastructure and Engineered Systems		37,167			24.6			33,886			26.0
Total cost of sales		118,917			78.7			103,182			79.2
Gross profit:
Water Transmission Systems		22,116			14.7			16,628			12.8
Precast Infrastructure and Engineered Systems		10,034			6.6			10,391			8.0
Total gross profit		32,150			21.3			27,019			20.8
Selling, general, and administrative expense		13,113			8.7			11,581			8.9
Operating income		19,037			12.6			15,438			11.9
Other loss		(3	)		-			(66	)		(0.1	)
Interest expense		(788	)		(0.5	)		(1,452	)		(1.1	)
Income before income taxes		18,246			12.1			13,920			10.7
Income tax expense		4,741			3.2			3,667			2.8
Net income	$	13,505			8.9	%	$	10,253			7.9	%

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	Nine Months Ended						Nine Months Ended
	September 30, 2025						September 30, 2024
	$			% of Net Sales			$			% of Net Sales
Net sales:
Water Transmission Systems	$	266,900			66.7	%	$	255,454			68.5	%
Precast Infrastructure and Engineered Systems		133,464			33.3			117,467			31.5
Total net sales		400,364			100.0			372,921			100.0
Cost of sales:
Water Transmission Systems		217,555			54.3			207,603			55.6
Precast Infrastructure and Engineered Systems		105,929			26.5			92,351			24.8
Total cost of sales		323,484			80.8			299,954			80.4
Gross profit:
Water Transmission Systems		49,345			12.4			47,851			12.9
Precast Infrastructure and Engineered Systems		27,535			6.8			25,116			6.7
Total gross profit		76,880			19.2			72,967			19.6
Selling, general, and administrative expense		39,038			9.7			35,220			9.5
Operating income		37,842			9.5			37,747			10.1
Other income (loss)		25			-			(287	)		(0.1	)
Interest expense		(2,186	)		(0.6	)		(4,749	)		(1.2	)
Income before income taxes		35,681			8.9			32,711			8.8
Income tax expense		9,149			2.3			8,601			2.3
Net income	$	26,532			6.6	%	$	24,110			6.5	%

Three and Nine Months Ended September 30, 2025 Compared to Three and Nine Months Ended September 30, 2024

Net sales. Net sales increased 16.0% to $151.1 million in the third quarter of 2025 compared to $130.2 million in the third quarter of 2024 and increased 7.4% to $400.4 million in the first nine months of 2025 compared to $372.9 million in the first nine months of 2024.

WTS net sales increased 20.9% to $103.9 million in the third quarter of 2025 compared to $85.9 million in the third quarter of 2024 driven by a 14% increase in tons produced resulting from changes in project timing and a 6% increase in selling price per ton due to changes in product mix. WTS net sales increased 4.5% to $266.9 million in the first nine months of 2025 compared to $255.5 million in the first nine months of 2024 driven by a 10% increase in selling price per ton due to changes in product mix, partially offset by a 5% decrease in tons produced resulting from changes in project timing. Bidding activity, backlog, and production levels may vary significantly from period to period, thereby affecting sales volumes.

Precast net sales increased 6.6% to $47.2 million in the third quarter of 2025 compared to $44.3 million in the third quarter of 2024 driven by an 8% increase in selling prices due to changes in product mix, partially offset by a 2% decrease in volume shipped. Precast net sales increased 13.6% to $133.5 million in the first nine months of 2025 compared to $117.5 million in the first nine months of 2024 driven by a 10% increase in volume shipped and a 3% increase in selling prices due to changes in product mix.

Gross profit. Gross profit increased 19.0% to $32.2 million (21.3% of net sales) in the third quarter of 2025 compared to $27.0 million (20.8% of net sales) in the third quarter of 2024 and increased 5.4% to $76.9 million (19.2% of net sales) in the first nine months of 2025 compared to $73.0 million (19.6% of net sales) in the first nine months of 2024.

WTS gross profit increased 33.0% to $22.1 million (21.3% of WTS net sales) in the third quarter of 2025 compared to $16.6 million (19.4% of WTS net sales) in the third quarter of 2024 due to increased volume, including related operational efficiency gains, and changes in product mix. WTS gross profit increased 3.1% to $49.3 million (18.5% of WTS net sales) in the first nine months of 2025 compared to $47.9 million (18.7% of WTS net sales) in the first nine months of 2024 due to increased selling prices.

Precast gross profit decreased 3.4% to $10.0 million (21.3% of Precast net sales) in the third quarter of 2025 compared to $10.4 million (23.5% of Precast net sales) in the third quarter of 2024 primarily due to changes in product mix. Precast gross profit increased 9.6% to $27.5 million (20.6% of Precast net sales) in the first nine months of 2025 compared to $25.1 million (21.4% of Precast net sales) in the first nine months of 2024 primarily due to increased volume shipped.

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Selling, general, and administrative expense. Selling, general, and administrative expense increased 13.2% to $13.1 million (8.7% of net sales) in the third quarter of 2025 compared to $11.6 million (8.9% of net sales) in the third quarter of 2024 primarily due to $0.8 million in higher incentive compensation expense and $0.7 million in higher base compensation and benefits expense. Selling, general, and administrative expense increased 10.8% to $39.0 million (9.7% of net sales) in the first nine months of 2025 compared to $35.2 million (9.5% of net sales) in the first nine months of 2024 primarily due to $2.1 million in higher base compensation and benefits expense and $1.9 million in higher incentive compensation expense, partially offset by $0.5 million in lower professional fees.

Income taxes. Income tax expense was $4.7 million in the third quarter of 2025 (an effective income tax rate of 26.0%) compared to $3.7 million in the third quarter of 2024 (an effective income tax rate of 26.3%) and was $9.1 million in the first nine months of 2025 (an effective income tax rate of 25.6%) compared to $8.6 million in the first nine months of 2024 (an effective income tax rate of 26.3%). The estimated effective income tax rates for the third quarter of 2025 and the third quarter and first nine months of 2024 were primarily impacted by non-deductible permanent differences. The estimated effective income tax rate for the first nine months of 2025 were primarily impacted by non-deductible permanent differences, partially offset by the tax windfalls recognized upon the vesting of equity awards. The estimated effective income tax rate can change significantly depending on the relationship of permanent income tax differences to estimated pre-tax income or loss. Accordingly, the comparison of estimated effective income tax rates between periods is not meaningful in all situations.

Liquidity and Capital Resources

Sources and Uses of Cash

Our principal sources of liquidity generally include operating cash flows and our credit agreement. From time to time our long-term capital needs may be met through the issuance of additional debt or equity. Our principal uses of liquidity generally include capital expenditures, working capital, organic growth initiatives, acquisitions, share repurchases, and debt service. Information regarding our cash flows for the nine months ended September 30, 2025 and 2024 are presented in our Condensed Consolidated Statements of Cash Flows contained in Part I – Item 1. “Financial Statements” of this 2025 Q3 Form 10‑Q, and are further discussed below.

As of September 30, 2025, our working capital (current assets minus current liabilities) was $198.5 million compared to $187.4 million as of December 31, 2024. Cash and cash equivalents totaled $2.7 million and $5.0 million as of September 30, 2025 and December 31, 2024, respectively.

Fluctuations in WTS working capital accounts result from timing differences between production, shipment, invoicing, and collection, as well as changes in levels of production and costs of materials. We typically have a relatively large investment in working capital, as we generally pay for materials, labor, and other production costs in the initial stages of a project, while payments from our customers are generally received after finished product is delivered. A portion of our revenues are recognized over time as the manufacturing process progresses; therefore, cash receipts typically occur subsequent to when revenue is recognized and the elapsed time between when revenue is recorded and when cash is received can be significant. As such, our payment cycle is a significantly shorter interval than our collection cycle, although the effect of this difference in the cycles may vary by project, and from period to period.

As of September 30, 2025, we had $27.6 million of outstanding revolving loan borrowings, $12.2 million of outstanding long-term debt, $92.2 million of operating lease liabilities, and $6.7 million of finance lease liabilities. As of December 31, 2024, we had $24.7 million of outstanding revolving loan borrowings, $14.5 million of outstanding long-term debt, $90.7 million of operating lease liabilities, and $6.8 million of finance lease liabilities.

Net Cash Provided by Operating Activities

Net cash provided by operating activities was $31.3 million in the first nine months of 2025 compared to $18.9 million in the first nine months of 2024. Net income, adjusted for noncash items, provided $51.3 million of operating cash flow in the first nine months of 2025 compared to $47.2 million of operating cash flow in the first nine months of 2024. The net change in working capital used $20.0 million of operating cash flow in the first nine months of 2025 compared to $28.3 million in the first nine months of 2024.

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Net Cash Used in Investing Activities

Net cash used in investing activities was $14.9 million in the first nine months of 2025 compared to $16.5 million in the first nine months of 2024. Capital expenditures were $15.0 million in the first nine months of 2025 compared to $16.6 million in the first nine months of 2024, which includes $1.1 million in the first nine months of 2025 and $1.7 million in the first nine months of 2024 of investment in our new reinforced concrete pipe mill, $0.3 million in the first nine months of 2025 and $4.5 million in the first nine months of 2024 for the construction of a building at our Salt Lake City, Utah facility for the new mill, $1.4 million in the first nine months of 2025 for the catch basin machine in the Orem, Utah facility, and the remainder primarily for standard capital replacement. We currently expect capital expenditures in 2025 to be approximately $19 million to $22 million, which includes approximately $2 million of investment in our new reinforced concrete pipe mill and associated ancillary equipment, $1 million for the catch basin machine in the Orem, Utah facility, and the remainder primarily for standard capital replacement.

Net Cash Used in Financing Activities

Net cash used in financing activities was $18.7 million in the first nine months of 2025 compared to $0.7 million in the first nine months of 2024. Net borrowings on the line of credit were $3.0 million in the first nine months of 2025 compared to $6.2 million in the first nine months of 2024. Net payments on other debt were $2.3 million in the first nine months of 2025. No payments on other debt were made in the first nine months of 2024. Repurchases of common stock were $15.7 million in the first nine months of 2025 compared to $4.4 million in the first nine months of 2024.

We anticipate that our existing cash and cash equivalents, cash flows expected to be generated by operations, and additional borrowing capacity under our credit agreement and other loans will be adequate to fund our working capital, debt service, capital expenditure requirements, and share repurchases for the foreseeable future. To the extent necessary, we may also satisfy capital requirements through additional bank borrowings, senior notes, term notes, subordinated debt, and finance and operating leases, if such resources are available on satisfactory terms. We have from time to time evaluated and continue to evaluate opportunities for acquisitions and expansion. Any such transactions, if consummated, may necessitate additional bank borrowings or other sources of funding.

On December 4, 2023, our shelf registration statement on Form S‑3 (Registration No. 333‑275691) covering the potential future sale of up to $150 million of our equity and/or debt securities or combinations thereof, was declared effective by the SEC. This shelf registration statement, which replaced the registration statement on Form S‑3 that expired on November 3, 2023, provides another potential source of capital, in addition to other alternatives already in place. We cannot be certain that funding will be available on favorable terms or available at all. To the extent that we raise additional funds by issuing equity securities, our shareholders may experience significant dilution. As of the date of this 2025 Q3 Form 10‑Q, we have not yet sold any securities under this registration statement, nor do we have an obligation to do so. Please refer to the factors discussed in Part I – Item 1A. “Risk Factors” in our 2024 Form 10‑K.

On November 2, 2023, we announced our authorization of a share repurchase program of up to $30 million of our outstanding common stock. The program does not commit to any particular timing or quantity of purchases, and the program may be suspended or discontinued at any time. Under the program, shares may be purchased in open market, including through plans adopted pursuant to Rule 10b5‑1 of the Exchange Act, or in privately negotiated transactions administered by our broker. At this time, we have elected to limit our share repurchase transactions to only those transactions made under Rule 10b5‑1 trading plans, which we believe consider our liquidity, including availability of borrowings and covenant compliance under our credit agreement, and other capital allocation priorities of the business. For details regarding our Rule 10b5‑1 trading plans and share repurchase program, see Note 6, “Stockholders’ Equity” of the Notes to Condensed Consolidated Financial Statements in Part I – Item 1. “Financial Statements” of this 2025 Q3 Form 10‑Q. Please refer to the factors discussed in Part I – Item 1A. “Risk Factors” in our 2024 Form 10‑K.

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Credit Agreement

The Credit Agreement dated June 30, 2021 with Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, and the lenders from time to time party thereto, including the initial sole lender, Wells Fargo (the “Lenders”), as amended by the Incremental Amendment dated October 22, 2021, the Second Amendment to Credit Agreement dated April 29, 2022, the Third Amendment to Credit Agreement dated June 29, 2023, and the Fourth Amendment to Credit Agreement and Ratification of Loan Documents dated August 13, 2025 (together, the “Amended Credit Agreement”) provides for a revolving loan, swingline loan, and letters of credit in the aggregate amount of up to $125 million (“Revolver Commitment”), with an option for us to increase that amount by $50 million, subject to provisions of the Amended Credit Agreement. The Amended Credit Agreement will expire, and all obligations outstanding will mature, on August 13, 2030. We may prepay outstanding amounts at our discretion without penalty at any time, subject to applicable notice requirements. As of September 30, 2025 under the Amended Credit Agreement, we had $27.6 million of outstanding revolving loan borrowings, $1.6 million of outstanding letters of credit, and additional borrowing capacity of approximately $96 million.

Revolving loans under the Amended Credit Agreement bear interest at rates related to, at our option and subject to the provisions of the Amended Credit Agreement, either: (i) Base Rate (as defined in the Amended Credit Agreement) plus the Applicable Margin; (ii) Adjusted Daily Simple Secured Overnight Finance Rate (“SOFR”) (as defined in the Amended Credit Agreement) plus the Applicable Margin; or (iii) Adjusted Term SOFR (as defined in the Amended Credit Agreement) plus the Applicable Margin. The “Applicable Margin” is 0.50% to 2.00%, depending on our Consolidated Senior Leverage Ratio (as defined in the Amended Credit Agreement) and the interest rate option chosen. Interest on outstanding revolving loans is payable monthly in arrears. Swingline loans under the Amended Credit Agreement bear interest at the Base Rate plus the Applicable Margin. As of September 30, 2025, the weighted-average interest rate for outstanding borrowings was 5.84%. The Amended Credit Agreement requires the payment of a commitment fee of between 0.20% and 0.25%, based on the amount by which the Revolver Commitment exceeds the average daily balance of outstanding borrowings (as defined in the Amended Credit Agreement). Such fee is payable monthly in arrears. We are also obligated to pay additional fees customary for credit facilities of this size and type.

The letters of credit outstanding as of September 30, 2025 relate to workers’ compensation insurance and a public improvement project. Based on the nature of these arrangements and our historical experience, we do not expect to make any material payments under these arrangements.

The Amended Credit Agreement contains customary representations and warranties, as well as customary affirmative and negative covenants, events of default, and indemnification provisions in favor of the Lenders. The negative covenants include restrictions regarding the incurrence of liens and indebtedness, annual capital expenditures, certain investments, acquisitions, and dispositions, and other matters, all subject to certain exceptions. The Amended Credit Agreement requires us to regularly provide financial information to Wells Fargo and to maintain a consolidated senior leverage ratio no greater than 3.00 to 1.00 (subject to certain exceptions) and a minimum consolidated earnings before interest, taxes, depreciation, and amortization (as defined in the Amended Credit Agreement) of at least $35 million for the four consecutive fiscal quarters most recently ended. Pursuant to the Amended Credit Agreement, we have also agreed that we will not sell, assign, or otherwise dispose or encumber, any of our owned real property. The occurrence of an event of default could result in the acceleration of the obligations under the Amended Credit Agreement. We were in compliance with our financial covenants as of September 30, 2025, and expect to continue to be in compliance in the near term.

Our obligations under the Amended Credit Agreement are secured by a senior security interest in substantially all of our and our subsidiaries’ assets.

Long-term Debt

On October 28, 2024, we converted the outstanding balance of the Interim Funding Agreement dated August 2, 2022 with Wells Fargo Equipment Finance, Inc. (“WFEF”), as amended January 23, 2023, March 15, 2023, July 21, 2023, and November 2, 2023 into a $15 million term loan with WFEF that was used to fund our new reinforced concrete pipe mill. The term loan matures on October 28, 2029, bears interest at the SOFR Average plus 2.22%, is payable in monthly installments of $0.3 million plus accrued interest, and is secured by the pipe mill. As of September 30, 2025, the outstanding balance of the term loan was $12.2 million and the weighted-average interest rate for outstanding borrowings was 6.58%. The term loan may be prepaid in full at any time provided that we pay a prepayment fee equal to 2% of the outstanding principal balance if repaid in the first 30 months of the loan.

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Recent Accounting Pronouncements

For a description of recent accounting pronouncements affecting our Company, including the dates of adoption and estimated effects on financial position, results of operations, and cash flows, see Note 13, “Recent Accounting and Reporting Developments” of the Notes to Condensed Consolidated Financial Statements in Part I – Item 1. “Financial Statements” of this 2025 Q3 Form 10‑Q.

Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations are based upon our Condensed Consolidated Financial Statements included in Part I – Item 1. “Financial Statements” of this 2025 Q3 Form 10‑Q, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of our Condensed Consolidated Financial Statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses, and disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. On an ongoing basis, we evaluate all of our estimates, including those related to revenue recognition, goodwill, income taxes, and litigation and other contingencies. Actual results may differ from these estimates under different assumptions or conditions.

There have been no significant changes in our critical accounting estimates during the three and nine months ended September 30, 2025 as compared to the critical accounting estimates disclosed in our 2024 Form 10‑K.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

For a discussion of our market risk associated with commodity prices, interest rates, and foreign currency exchange rates, see Part II – Item 7A. “Quantitative and Qualitative Disclosures About Market Risk” in our 2024 Form 10‑K.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rules 13a‑15(e) and 15d‑15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are designed to provide reasonable assurance that information required to be disclosed in reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosures.

In connection with the preparation of this Quarterly Report on Form 10‑Q for the quarter ended September 30, 2025, our management, under the supervision and with the participation of our CEO and CFO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2025. As a result of the assessment, our CEO and CFO have concluded that, as of September 30, 2025, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There were no significant changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II – OTHER INFORMATION

Item 1. Legal Proceedings

We are party to a variety of legal actions arising out of the ordinary course of business. Plaintiffs occasionally seek punitive or exemplary damages. We do not believe that such normal and routine litigation will have a material impact on our consolidated financial results. We are also involved in other kinds of legal actions, some of which assert or may assert claims or seek to impose fines, penalties, and other costs in substantial amounts. See Note 8, “Commitments and Contingencies” of the Notes to Condensed Consolidated Financial Statements in Part I – Item 1. “Financial Statements” of this 2025 Q3 Form 10‑Q.

Item 1A. Risk Factors

In addition to the other information set forth in this 2025 Q3 Form 10‑Q, the factors discussed in Part I – Item 1A. “Risk Factors” in our 2024 Form 10‑K and any subsequently filed quarterly reports on Form 10‑Q could materially affect our business, financial condition, or operating results. The risks described in our 2024 Form 10‑K and subsequent Form 10‑Q’s are not the only risks facing us. There are additional risks and uncertainties not currently known to us or that we currently deem to be immaterial, that may also materially adversely affect our business, financial condition, or operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information relating to our repurchase of common stock during the three months ended September 30, 2025 pursuant to our share repurchase program.

Period	Total Number of Shares Purchased		Average Price Paid Per Share (1)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs

July 1, 2025 to July 31, 2025		171,148	$	42.04		171,148	$	9,891,004
August 1, 2025 to August 31, 2025		-		-		-		9,891,004
September 1, 2025 to September 30, 2025		15,303		52.48		15,303		9,087,904
Total		186,451		42.90		186,451

(1)	Exclusive of commission fees incurred in relation to the repurchase of common stock.

Subsequent to September 30, 2025, through October 28, 2025, we repurchased approximately 25,000 shares at an average price of $51.95 per share for a total purchase price of $1.3 million pursuant to a Rule 10b5‑1 trading plan, thereby reducing the remaining share repurchase availability to $7.8 million under our share repurchase program.

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Item 5. Other Information

During the three months ended September 30, 2025, none of our directors or officers adopted, modified, or terminated a Rule 10b5‑1 trading arrangement or a non-Rule 10b5‑1 trading arrangement, as such terms are defined under Item 408(a) of Regulation S‑K, except as follows:

On August 12, 2025, Scott Montross, our President and Chief Executive Officer, adopted a Rule 10b5‑1 trading arrangement for the sale of shares of our common stock, which is intended to satisfy the affirmative defense conditions of Rule 10b5‑1(c) under the Exchange Act. Mr. Montross’ Rule 10b5‑1 trading arrangement provides for the potential sale of up to 8,210 shares of our common stock between November 11, 2025 and February 25, 2026, so long as the market price of our common stock is higher than certain minimum threshold prices specified in Mr. Montross’ Rule 10b5‑1 trading arrangement.

On August 15, 2025, Miles Brittain, our Executive Vice President, adopted a Rule 10b5‑1 trading arrangement for the sale of shares of our common stock, which is intended to satisfy the affirmative defense conditions of Rule 10b5‑1(c) under the Exchange Act. Mr. Brittain’s Rule 10b5‑1 trading arrangement provides for the potential sale of up to 8,000 shares of our common stock between November 14, 2025 and February 27, 2026, so long as the market price of our common stock is higher than certain minimum threshold prices specified in Mr. Brittain’s Rule 10b5‑1 trading arrangement.

On September 5, 2025, Michael Franson, a member of our Board of Directors, adopted a Rule 10b5‑1 trading arrangement for the sale of shares of our common stock, which is intended to satisfy the affirmative defense conditions of Rule 10b5‑1(c) under the Exchange Act. Mr. Franson’s Rule 10b5‑1 trading arrangement provides for the potential sale of up to 5,506 shares of our common stock between December 5, 2025 and September 4, 2026, so long as the market price of our common stock is higher than certain minimum threshold prices specified in Mr. Franson’s Rule 10b5‑1 trading arrangement.

On September 8, 2025, Aaron Wilkins, our Senior Vice President, Chief Financial Officer, and Corporate Secretary, adopted a Rule 10b5‑1 trading arrangement for the sale of shares of our common stock, which is intended to satisfy the affirmative defense conditions of Rule 10b5‑1(c) under the Exchange Act. Mr. Wilkins’ Rule 10b5‑1 trading arrangement provides for the potential sale of up to 6,285 shares of our common stock between December 8, 2025 and February 20, 2026, so long as the market price of our common stock is higher than certain minimum threshold prices specified in Mr. Wilkins’ Rule 10b5‑1 trading arrangement.

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Item 6. Exhibits

(a) The exhibits filed as part of this 2025 Q3 Form 10‑Q are listed below:

Exhibit Number		Description

10.1		Fourth Amendment to Credit Agreement and Ratification of Loan Documents dated as of August 13, 2025, by and among NWPX Infrastructure, Inc., NWPC, LLC, Geneva Pipe and Precast Company, Park Environmental Equipment, LLC, certain other subsidiaries of NWPX Infrastructure, Inc., and Wells Fargo Bank, National Association, incorporated by reference to the Company’s Current Report on Form 8‑K, as filed with the Securities and Exchange Commission on August 19, 2025 *

31.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith

31.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Document

101.DEF		Inline XBRL Taxonomy Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*		Schedules and similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) to Regulation S‑K. The Registrant will furnish supplementally a copy of any omitted schedule or similar attachment to the Securities and Exchange Commission request.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: October 30, 2025

	NWPX INFRASTRUCTURE, INC.

	By:	/s/ Scott Montross

		Scott Montross
		Director, President, and Chief Executive Officer
		(principal executive officer)

	By:	/s/ Aaron Wilkins

		Aaron Wilkins
		Senior Vice President, Chief Financial Officer, and Corporate Secretary
		(principal financial and accounting officer)

NWPX Infrastructure, Inc. 10-Q