********//////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)
☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
For the fiscal year ended December 31, 2025
Or
☐	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 001-34278

BROADWIND, INC.

(Exact name of Registrant as specified in its charter)

Delaware (State of or other jurisdiction of incorporation or organization)		88-0409160 (I.R.S. Employer Identification No.)
3240 S. Central Avenue Cicero, Illinois (Address of principal executive offices)		60804 (Zip code)
Securities registered pursuant to Section 12 (b) of the Exchange Act:		Registrant’s telephone number, including area code: (708) 780-4800

Title of Class	Trading Symbol	Name of Exchange on which Registered
Common Stock, $0.001 par value	BWEN	The Nasdaq Capital Market

Indicate by check mark whether the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 to comply 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the Registrant is a shell company, as defined in Rule 12b-2 of the Exchange Act. Yes ☐ No ☒

As of June 30, ~~2024~~2025 the aggregate market value of the Registrant’s voting common stock held by non-affiliates of the Registrant was approximately $5832,~~970~~310,000, based upon the $31.2881 per share closing sale price of the Registrant’s common stock as reported on the NASDAQ Capital Market. For purposes of this calculation, the Registrant’s directors and executive officers and holders of 5% or more of the Registrant’s outstanding shares of voting common stock have been assumed to be affiliates, with such affiliates holding an aggregate of 4 5,~~007~~190,000 shares of the Registrant’s voting common stock on June 30, ~~2024~~2025.

The number of shares of the Registrant’s common stock, par value $0.001, outstanding as of ~~February~~March 284, ~~2025~~2026, was 2223,~~319~~310,~~652~~715.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s Proxy Statement for the Registrant’s ~~2025~~ 2026 Annual Meeting of Stockholders are incorporated by reference in Part III of this Form 10-K.

BROADWIND, INC.

FORM 10-K

TABLE OF CONTENTS

		Page
PART I		3
ITEM 1.	BUSINESS	4
ITEM 1A.	RISK FACTORS	10
ITEM 1B.	UNRESOLVED STAFF COMMENTS	19
ITEM 1C.	CYBERSECURITY	19
ITEM 2.	PROPERTIES	20
ITEM 3.	LEGAL PROCEEDINGS	20
ITEM 4.	MINE SAFETY DISCLOSURES	20
PART II		21
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	21
ITEM 6.	[RESERVED]	22
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	22
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	31
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	31
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	32
ITEM 9A.	CONTROLS AND PROCEDURES	32
ITEM 9B.	OTHER INFORMATION	32
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	32
PART III		33
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	33
ITEM 11.	EXECUTIVE COMPENSATION	33
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	33
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	34
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	34
PART IV		35
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	35
ITEM 16.	FORM 10-K SUMMARY	35

PART I

Cautionary Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K (“Annual Report”) contains “forward looking statements”— that is, statements related to future, not past, events—as defined in Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that reflect our current expectations regarding our future growth, results of operations, financial condition, cash flows, performance, business prospects and opportunities, as well as assumptions made by, and information currently available to, our management. We have tried to identify forward looking statements by using words such as “anticipate,” “believe,” “expect,” “intend,” “will,” “should,” “may,” “plan” and similar expressions, but these words are not the exclusive means of identifying forward looking statements. Forward looking statements include any statement that does not directly relate to a current or historical fact. Our forward-looking statements may include or relate to our beliefs, expectations, plans and/or assumptions with respect to the following:(i) the impact of global health concerns on the economies and financial markets and the demand for our products; (ii) state, local and federal regulatory frameworks affecting the industries in which we compete, including the wind energy industry, and the related phase out, extension, continuation or renewal of federal tax incentives and grants, including the advanced manufacturing tax credits, and state renewable portfolio standards as well as new or continuing tariffs on steel or other products imported into the United States; (iii) our customer relationships and our substantial dependency on a few significant customers and our efforts to diversify our customer base and sector focus and leverage relationships across business units; (iv) our ability to operate our business efficiently, comply with our debt obligations, manage capital expenditures and costs effectively, and generate cash flow; (v) the economic and operational stability of our significant customers and suppliers, including their respective supply chains, and the ability to source alternative suppliers as necessary; (vi) our ability to continue to grow our business organically and through acquisitions; (vii) the production, sales, collections, customer deposits and revenues generated by new customer orders and our ability to realize the resulting cash flows; (viii) information technology failures, network disruptions, cybersecurity attacks or breaches in data security; (ix) the sufficiency of our liquidity and alternate sources of funding, if necessary; (x) our ability to realize revenue from customer orders and backlog ~~(including our ability to finalize the terms of the remaining obligations under a supply agreement with a leading global wind turbine manufacturer)~~; (xi) the economy and the potential impact it may have on our business, including our customers; (xii) the state of the wind energy market and other energy and industrial markets generally, including the availability of tax credits, and the impact of competition and economic volatility in those markets; (xiii) the effects of market disruptions and regular market volatility, including fluctuations in the price of oil, gas and other commodities; (xiv) competition from new or existing industry participants including, in particular, increased competition from foreign tower manufacturers; (xv) the effects of the change of administrations in the U.S. federal government; (xvi) our ability to successfully integrate and operate acquired companies and to identify, negotiate and execute future acquisitions; (xvii) the potential loss of tax benefits if we experience an “ownership change” under Section 382 of the Internal Revenue Code of 1986, as amended; (xviii) the effects of proxy contests and actions of activist stockholders; (xix) the limited trading market for our securities and the volatility of market price for our securities; (xx) our outstanding indebtedness and its impact on our business activities (including our ability to incur additional debt in the future); and (xxi) the impact of future sales of our common stock or securities convertible into our common stock on our stock price. These statements are based on information currently available to us and are subject to various risks, uncertainties and other factors that could cause our actual growth, results of operations, financial condition, cash flows, performance, business prospects and opportunities to differ materially from those expressed in, or implied by, these statements. We are under no duty to update any of these statements. You should not consider any list of such factors to be an exhaustive statement of all of the risks, uncertainties or other factors that could cause our current beliefs, expectations, plans and/or assumptions to change. Accordingly, forward-looking statements should not be relied upon as a predictor of actual results.

(Dollar amounts are presented in thousands, except per share data and unless otherwise stated)

ITEM 1. BUSINESS

As used in this Annual Report, the terms “we,” “us,” “our,” “Broadwind” and the “Company” refer to Broadwind, Inc., a Delaware corporation headquartered in Cicero, Illinois, and its wholly-owned subsidiaries (the “Subsidiaries”). Dollars are presented in thousands unless otherwise stated.

Business Overview

Broadwind is a precision manufacturer of structures, equipment and components for ~~clean~~power ~~technology~~generation, critical infrastructure, and other specialized applications. We provide technologically advanced high value products to customers with complex systems and stringent quality standards that operate in energy, mining and infrastructure sectors, primarily in the United States of America (the “U.S.”). Our capabilities include but are not limited to the following: heavy fabrications, welding, metal rolling, coatings, gear cutting and shaping, gearbox manufacturing and repair, heat treatment, precision machining, assembly, engineering and packaging solutions.

We were incorporated in 1996 in Nevada as Blackfoot Enterprises, Inc., and through a series of subsequent transactions, became Broadwind Energy, Inc., a Delaware corporation, in 2008. Through acquisitions in 2007 and 2008, we focused on expanding upon our core platform as a wind tower manufacturer, established our Gearing segment, and developed and broadened our industrial fabrications capabilities. In early 2017, we acquired Red Wolf Company, LLC, a kitter and assembler of industrial components primarily supporting the global gas turbine market. In 2020, we rebranded to Broadwind, Inc., a reflection of our diversification progress to date and our continued strategy to expand our product and customer diversification outside of wind energy. Effective with our 2020 rebranding, we renamed certain segments. Our Towers and Heavy Fabrications segment was renamed to Heavy Fabrications and our Process Systems segment was renamed to Industrial Solutions. Our Gearing segment name remained the same.

Heavy Fabrications

We provide large, complex and precision fabrications to customers; historically in a broad range of industrial markets. Our most significant presence is within the U.S. wind energy industry, ~~although~~where we ~~have~~provide ~~diversified~~steel ~~into~~towers ~~other~~and ~~industrial~~repowering ~~markets~~adapters inprimarily ~~order~~ to ~~improve~~wind ~~our~~turbine ~~capacity~~manufacturers. ~~utilization,~~We ~~reduce~~streamlined our ~~customer~~operations ~~concentration,~~within ~~and~~this ~~reduce~~segment ~~our~~during ~~exposure~~the toyear ~~uncertainty~~ended ~~related~~December to31, ~~governmental~~2025, ~~policies~~selling ~~currently~~our ~~impacting~~industrial ~~the~~fabrication ~~U.S.~~operations ~~wind~~in ~~energy industry. Within the U.S. wind energy industry~~Manitowoc, weWisconsin ~~provide~~in ~~steel~~September ~~towers~~2025 and ~~repowering~~consolidating ~~adapters~~our ~~primarily~~remaining tosegment ~~wind~~operations ~~turbine~~to ~~manufacturers.~~our ~~Our~~ production ~~facilities,~~facility ~~located~~ in ~~Manitowoc, Wisconsin and~~ Abilene, Texas~~, are situated in close proximity to the primary U~~.~~S. domestic wind energy and equipment manufacturing hubs.~~ The ~~two~~Abilene ~~facilities~~facility has ~~have~~an ~~a combined~~ annual wind tower production capacity of up to approximately ~~550~~220 towers (~~1650~~660 tower sections), sufficient to support turbines generating more than ~~1.7~~800 GWMW of power (assuming a 3 MW tower). In Wethis ~~have~~segment ~~expanded~~we ~~our~~also production capabilities and leveraged our manufacturing competencies, including welding, lifting capacity and stringent quality practices, into aftermarket and original equipment manufacturer (“OEM”) components utilized in surface and underground mining, construction, material handling, oil and gas (“O&G”) and other infrastructure markets. We have designed and manufacture a proprietary mobile, modular pressure reducing system (“PRS”) for the compressed natural gas virtual pipeline market. We manufacture components for buckets, shovels, car bodies, drill masts and other products that support mining and construction markets. In other industrial markets, we provide crane components, pressure vessels, frames and other ~~structures.~~

Gearing

We provide gearing, gearboxes and precision machined components to a broad set of customers in diverse markets including; ~~surface~~ power generation, onshore and ~~underground~~offshore ~~mining,~~oil ~~wind~~and ~~energy,~~gas ~~steel~~(“O&G”) fracking and drilling, material handling, ~~infrastructure~~wind energy, ~~onshore~~surface and ~~offshore~~underground ~~O&G fracking~~mining, ~~and~~steel, ~~drilling~~infrastructure, marine, defense, and other industrial markets. We provide gearbox repair services and have manufactured loose gearing, gearboxes and systems, and provided heat treat services for aftermarket and Original Equipment Manufacturers (“OEM”) applications for a century. While a significant portion of our business is manufactured to our customer’s specifications, we employ design and metallurgical engineers to meet our customer’s stringent quality requirements, to improve product performance and reliability and to develop custom products that are integrated into our customer’s product offerings.

Industrial Solutions

We provide supply chain solutions, light fabrication, inventory management, kitting and assembly services, primarily serving the combined cycle natural gas turbine market. We ~~have recently expanded into~~ support the U.S. wind power generation market, by providing tower internals kitting solutions for on-site installations, as OEMs domesticate their supply chain due to lead time and reliability issues. We leverage a global supply chain to provide instrumentation & controls, valve assemblies, sensor devices, fuel system components, electrical junction boxes & wiring, and electromechanical devices. We also provide packaging solutions and fabricate panels and sub-assemblies to reduce our customers’ costs, improve manufacturing velocity and reliability.

The following table summarizes the key markets served and product ~~offering~~offerings of our three segments as of December 31, 2025:

Segment Heavy Fabrications Gearing Industrial Solutions Key Markets Served -Wind Power Generation -~~Onshore~~Power &Generation ~~Offshore~~ -Combined Cycle Natural -~~Surface~~Oil and ~~Underground~~Gas ~~Mining~~-Onshore & Offshore Gas Power Generation -Onsite Power Generation Oil and Gas Fracking/Drilling ~~Gas~~-Solar Power Generation -Material Handling -~~Surface~~Wind ~~and~~Power ~~Underground~~Generation ~~Mining~~ -~~Solar~~Wind Power Generation -~~Oil~~Surface and ~~Gas~~Underground Mining -Steel Production -~~Wind Power Generation -Construction -~~Infrastructure -~~Infrastructure~~Marine -~~Wind~~Defense ~~Power Generation~~ -Pulp and Paper -~~Material Handling -Marine -~~Waste Processing ~~-Defense~~ Products -Wind Towers/~~Adaptors~~Adapters -Loose Gearing -Supply Chain Solutions -~~Industrial~~Pressure ~~Fabrications:~~Reducing Systems -Custom Gearboxes -Inventory Management ~~Mining Components~~ -Gearbox Repair -Kitting and Assembly ~~Crane Components~~ -Heat Treat Services -Solar Inverter Racks ~~Pressure Reducing Systems~~ -Precision Machining -Solar Powered Shelters/Charging Stations ~~Other Frames/Structures Pressure Vessels~~

Business and Operating Strategy

We intend to capitalize on the markets for wind energy, gas turbines, O&G, mining, and other industrial verticals in North America by leveraging our core competencies in welding, manufacturing, assembling and kitting. Our strategic objectives include the following:

● Diversify our customer and product line concentrations. In ~~2024~~2025, sales derived from our top five customers represented 7380% of total sales and sales into the wind energy industry represented 4451% of total sales. ~~This~~We ishave anreduced ~~improvement~~the concentration of our sales as compared to ~~2019~~2020, when our top five customers comprised 7984% of total sales and sales in the wind energy industry represented 6670% of total sales. To reduce the concentration of our sales, we have focused our product development activities and our sales force on expanding and diversifying our customer base and product lines. We are leveraging existing customer relationships within each of our segments to cross sell our broad portfolio of capabilities. We utilize a stage gate model for new product development, which provides a framework for evaluating opportunities and commercialization. ~~Additionally, we continue to use new customer and product revenues as metrics within our variable executive compensation programs.~~ Our diversification efforts are impacted in part by the end-market demand outlook.

● Improve capacity utilization and broaden our manufacturing capabilities. Subject to labor availability, we have manufacturing capacity available that could support a significant increase in our annual revenues for ~~heavy fabrications,~~ gearing and industrial solutions. We are working to improve our capacity utilization and financial results by leveraging our existing manufacturing capacity and adjusting capacity where we can, in response to changing market conditions.

● Pursue opportunistic acquisitions as well as organic investments. In addition to existing business and operating strategies, we are endeavoring to identify, and opportunistically execute on, accretive acquisitions and organic investments that will allow us to achieve further growth. Our investment criteria for opportunistic acquisitions as well as organic investments include, among other things, our ability to: improve manufacturing competencies, support our existing capacity utilization strategy, enhance our diversification strategy ~~and/or augment our penetration into renewable markets~~. Additionally, we ~~are~~have ~~developing~~developed new variations of our PRS unit which supplies compressed natural gas to regions without established infrastructure as part of the virtual pipeline. We believe that execution of our investment strategy provides significant opportunity to generate stockholder value, through profitable growth and leveraging a significant unrealized economic asset, over $~~295~~298 million of net operating losses (“NOLs”) as of December 31, ~~2024~~2025 which can be used to cover future prospective tax liabilities.

●

Streamline front-end processes to operational efficiency. We believe that the proper coordination and integration of the supply chain, consistent use of systems to manage our production activities and “Continuous Improvement” initiatives are key factors that enable high operating efficiencies, increased reliability, better delivery and lower costs. We utilize robust Advanced Product Quality Processes (APQP) to support the introduction of new products. We have developed better supply chain expertise, worked with lean enterprise resources, upgraded and improved systems utilization and invested capital to enhance our operational efficiency and flexibility. We have implemented scheduling software and have expanded our engineering organization to support the growing complexity of our expanded customer base and product lines. We have staffed our operations with Continuous Improvement experts in order to optimize our production processes to increase output, leverage our scale and lower our costs while maintaining product quality.

SALES AND MARKETING

We market our heavy fabrications, gearing, and industrial solutions through a direct sales force, supplemented with independent sales agents in certain markets. Our sales and marketing strategy is to develop and maintain long-term relationships with our existing customers, and seek opportunities to expand these relationships across our business units. Our business development team uses market data, including marketing databases, information gathered at industry and trade shows, internet research and website marketing to identify and target new customers.

CUSTOMERS

We manufacture products for a variety of customers in the wind energy, O&G, gas turbine, mining, and other industrial markets. Within the wind energy industry, our customer base consists primarily of wind turbine manufacturers who supply end users and wind farm operators with wind turbines, and wind gearbox re-manufacturers who use our replacement gears in their replacement gearboxes. The wind turbine market is very concentrated. According to Wood Mackenzie Power & Renewables ~~2024~~2025 industry data, the top two wind turbine manufacturers comprised approximately 91 88% of the U.S. market. As a result, although we have historically produced towers for a broad range of wind turbine manufacturers, in any given year a limited number of customers have accounted for the majority of our revenues. Within the O&G and mining industries, our customer base consists of manufacturers of hydraulic fracturing and mud pumps, drilling and production equipment, mining equipment, and off highway vehicles. Within the gas turbine industry, our customers supply end-users with natural gas turbines and after-market replacement and efficiency upgrade packages. Within our other industrial markets served, our customer base includes steel producers, ~~ship builders,~~ and manufacturers of material handling, pulp and paper and other power generation equipment. Sales to GE Vernova represented greater than 10% of our consolidated revenues for the years ended December 31, ~~2024~~2025 and ~~2023~~2024. The loss of this customer could have a material adverse effect on our business, results of operation or financial condition. As a result, we have an ongoing initiative to diversify our customer base.

COMPETITION

Each of our businesses faces competition from both domestic and international companies. In recent years, the industrial gearing industry has experienced consolidation of producers and acquisitions by strategic buyers in response to strong international competition, although recent tariff and supply chain uncertainties have caused buyers to shift more of their purchases to domestic gear manufacturers.

Within the wind tower product line of our Heavy Fabrications segment, the largest North American based competitor is Arcosa Inc., ~~which was formerly a Trinity Industries company.~~ Other competitors include C.S. Wind, a South Korean company, Marmen Industries, a Canadian company, and GRI Renewable Industries, a Spanish company, each of which have production facilities in the U.S. We also face competition from imported towers, although in recent years a number of trade cases have periodically significantly reduced competition from imports.

Imports from China and Vietnam have declined following a determination by the U.S. International Trade Commission (“USITC”) in 2013 that wind towers from those countries were being sold in the U.S. at less than fair value. As a result of the determination, the U.S. Department of Commerce (“USDOC”) issued antidumping and countervailing duty orders on imports of wind towers from China and an antidumping duty order on imports of towers from Vietnam. In May 2018, the U.S. Court of Appeals affirmed the decision from the U.S. Court of International Trade but excluded CS Wind Vietnam from the antidumping order. In April 2019, the USDOC extended the term of these duties for an additional five-year period. ~~Following~~In aOctober ~~renewed surge of tower imports from countries not impacted by existing duties~~2024, ~~in July 2020,~~ the USDOC ~~issued~~again ~~antidumping~~extended and countervailing duty orders on imports of wind towers from Canada, Indonesia, and Vietnam—including CS Wind Vietnam—and an antidumping order on imports of towers from Korea. The Indonesia countervailing duty order was later revoked after an appeal to the ~~U.S.~~term ~~Court~~ of ~~International~~these ~~Trade~~duties (“CIT”). Then in September 2020, a new trade case was brought before the USDOC and USITC, to assess whether wind towers imported from India, Malaysia, and Spain were being sold in the U.S. at less than fair value. The USDOC and USITC issued affirmative final determinations in all three antidumping (India, Malaysia, and Spain) and two countervailing duty cases (India and Malaysia). The USDOC imposed orders for ~~two~~an ~~cases~~additional in August 2021 and the remainder in December 2021. Appeals of the Canada and Korea antidumping determinations are currently pending at the U.S. Court of Appeals for the Federal Circuit. In July 2025, the USITC and USDOC will conduct a required “five-year ~~review” of the trade orders on Canada, Indonesia, Korea, and Vietnam to determine whether the orders should be revoked~~period.

Following a renewed surge of tower imports from countries not impacted by existing duties, in July 2020, the USDOC issued antidumping and countervailing duty orders on imports of wind towers from Canada, Indonesia, and Vietnam—including CS Wind Vietnam—and an antidumping order on imports of towers from Korea. The Indonesia countervailing duty order was later revoked after an appeal to the U.S. Court of International Trade (“CIT”). An appeal of the Canada antidumping determination is currently pending at the U.S. Court of Appeals for the Federal Circuit. The USITC and USDOC are currently conducting a required “five-year review” of the trade orders on Canada, Indonesia, Korea, and Vietnam to determine whether the orders should be extended for another five-year period.

In September 2020, a new trade case was brought before the USDOC and USITC, to assess whether wind towers imported from India, Malaysia, and Spain were being sold in the U.S. at less than fair value. The USDOC and USITC issued affirmative final determinations in all three antidumping (India, Malaysia, and Spain) and two countervailing duty cases (India and Malaysia). The USDOC imposed orders for two cases in August 2021 and the remainder in December 2021.

~~Within~~In our ~~industrial~~Gearing ~~fabrications~~segment, ~~product~~which ~~line~~is offocused ~~our~~on O&G, ~~Heavy~~natural ~~Fabrications~~gas ~~segment~~power generation, ~~our~~wind ~~competitors~~energy, inmining aand ~~fragmented~~steel ~~market~~markets, ~~include Weldall~~we ~~Manufacturing and~~compete ~~AT&F~~with ~~Advanced~~domestic ~~Metals,~~and ~~along~~international ~~with~~manufacturers awho ~~large~~produce ~~number~~gears ofgreater ~~other~~than ~~regional~~one ~~competitors~~meter in diameter. ~~The~~Our ~~primary~~key ~~differentiator~~competitors ~~among~~include ~~fabricators~~Overton isChicago ~~the~~Gear, ~~range~~Cincinnati ofGearing ~~manufacturing~~Systems, Milwaukee Gear and ~~machining~~Horsburgh ~~capabilities,~~& ~~including~~Scott. ~~lifting~~In ~~capacity~~addition, ~~precision~~we ~~machining,~~compete ~~heat~~with ~~treatment~~the internal gear manufacturing capacity of relevant equipment manufacturers and ~~the~~face ~~sophistication~~competition offrom ~~quality~~foreign ~~systems~~competitors.

In our Gearing segment, which is focused on O&G, wind energy, mining and steel markets, we compete with domestic and international manufacturers who produce gears greater than one meter in diameter. Our key competitors include Overton Chicago Gear, Cincinnati Gearing Systems, Milwaukee Gear and Horsburgh & Scott. In addition, we compete with the internal gear manufacturing capacity of relevant equipment manufacturers and face competition from foreign competitors.

In our Industrial Solutions segment, which is primarily focused on the gas turbine market, we compete with electrical supply distributors. Our key competitors include Gexpro and other small independent companies.

REGULATION

Production Tax Credit/Investment Tax Credit

~~The~~Historically, the most impactful development incentive for our wind industry products has been the production tax credit (“PTC”) for new wind energy projects, which provides federal income tax credits based on electricity produced from qualifying wind turbines. ~~Legislative~~Political and legislative support for the PTC has been intermittent since its introduction in 1992, which has caused significant volatility in the demand for new wind energy projects.

In December 2020, the Consolidated Appropriations Act of 2021 (“COVID IV”), a $2.3 trillion spending bill that ~~combines~~combined a $1.4 trillion omnibus spending bill for federal fiscal year 2021 with $900 billion in stimulus relief for the COVID-19 pandemic was signed into law. As part of COVID IV, the PTC was extended for an additional year, allowing for a 60% credit for projects that start construction by the end of 2021. In order to benefit from the PTC, qualifying projects must either be completed within four years from their start of construction, or the developer must demonstrate that its projects are in continuous construction between start of construction and completion. As a result of COVID IV, the PTC ~~will~~has ~~subsidize~~subsidized wind projects commenced as late as 2021 and completed by 2025, or later if continuous construction can be demonstrated. Included in COVID IV iswas the addition of a new 30% investment tax credit (“ITC”) created for offshore wind projects that start construction by the end of 2025. The provision ~~will~~also retroactively ~~apply~~applied to certain projects that started production in 2016.

On August 16, 2022, the Inflation Reduction Act (“IRA”) was enacted to reduce inflation and promote clean energy in the United States. The IRA ~~modifies~~modified and ~~extends~~extended the PTC until the later of 2032 or when greenhouse gas emissions would have been reduced by 75% compared to 2022. It ~~provides~~provided for tax credits up to a maximum of 30%, adjusted for inflation annually, for electricity generated from qualified renewable energy sources where taxpayers meet prevailing wage standards and employ a sufficient proportion of qualified apprentices from registered apprenticeship programs. It also ~~provides~~provided a bonus credit for qualifying clean energy production in energy communities.

The ~~IRA also includes~~One ~~Advanced~~Big ~~Manufacturing~~Beautiful ~~Production tax~~Bill ~~credits~~Act (the “~~AMP credits~~OBBBA”), ~~for~~enacted ~~manufacturers~~on ofJuly ~~eligible~~4, ~~components~~2025, ~~including~~limited ~~wind~~the ~~and~~applicability ~~solar~~of ~~components.~~these ~~Manufacturers~~existing ~~qualify~~programs. Under ~~for~~ the ~~AMP credits~~OBBBA, ~~based~~wind onprojects ~~the~~that ~~electricity~~begin ~~output~~construction ~~for~~after ~~each~~July ~~component~~4, ~~produced~~2026, ~~and~~must ~~sold~~be placed in ~~the~~service USby ~~starting~~December in31, ~~2023~~2027, ~~through~~to ~~2032. The~~qualify ~~credit~~for ~~amount~~the ~~varies~~PTC ~~based~~or on the ~~eligible~~ITC. ~~component,~~Any ~~which~~wind ~~includes~~project ~~solar~~that ~~components,~~begins ~~wind~~construction ~~energy~~after ~~components,~~July ~~inverters~~4, ~~qualifying battery components~~2026, and ~~critical~~is ~~minerals. Tower~~not ~~manufacturers~~placed ~~are~~in ~~eligible~~service ~~for~~by ~~credits~~December ~~of $0.03~~31, ~~per~~2027, ~~watt~~will ~~for~~not ~~applicable~~qualify ~~components~~for ~~produced. Manufacturers~~the ~~can~~PTC ~~elect~~or ~~a direct pay option where they can receive a payment equal to~~ the ~~full~~ITC. ~~value~~The ofPTC ~~the~~and ~~tax~~ITC ~~credits~~have ~~from~~driven ~~the Internal~~demand ~~Revenue~~for ~~Service~~new ~~anytime~~wind ~~during~~projects ~~the~~by ~~ten-year~~providing ~~period.~~financial ~~That~~incentives ~~election lasts~~to ~~for five years~~developers, ~~after~~and ~~which~~ the ~~AMP credits~~limitations ~~can~~on beavailable ~~used~~incentives ~~against~~imposed ~~tax~~by ~~obligations~~the orOBBBA ~~transferred to~~have ~~third~~negatively ~~parties~~impacted indemand ~~exchange~~ for ~~cash~~future wind projects.

The IRA also included Advanced Manufacturing Production tax credits (“AMP credits”) for manufacturers of eligible components, including wind and solar components. Manufacturers qualify for the AMP credits based on the electricity output for each component produced and sold in the US starting in 2023 through 2032. The OBBBA eliminated the credit for components produced and sold after 2027. The credit amount varies based on the eligible component, which includes solar components, wind energy components, inverters, qualifying battery components, and critical minerals. Tower manufacturers are eligible for credits of $0.03 per watt for applicable components produced. Manufacturers can elect a direct pay option where they can receive a payment equal to the full value of the tax credits from the Internal Revenue Service anytime during the ten-year period. That election lasts for five years, after which the AMP credits can be used against tax obligations or transferred to third parties in exchange for cash.

Investment in Infrastructure

In November 2021, the federal Infrastructure Investment and Jobs Act (“IIJA”) was signed into law. The IIJA ~~provides~~authorized ~~for~~ $548 billion in new infrastructure spending over the next five years following enactment and $650 billion in previously allocated funds. The IIJA allocated $62 billion to the Department of Energy (“DOE”) for various projects focused on clean energy resources and expanding renewable energy. ~~However~~As of the date of this report, the DOE still reported a limited amount of clean energy project funding remained available under the IIJA, however the timing of the award of remaining projects funded by the IIJA is uncertain thus the remaining impact on our business is uncertain.

Occupational Safety and Health Administration

Our operations are subject to regulation of health and safety matters by the U.S. Occupational Safety and Health Administration. We believe that we take appropriate precautions to protect our employees and third parties from workplace injuries and harmful exposure to materials handled and managed at our facilities. However, claims asserted in the future against the Company for work-related injury or illnesses could increase our costs.

Environmental

Our operations are subject to numerous federal, state and local environmental laws and regulations. Although it is our objective to maintain compliance with these laws and regulations, it may not be possible to quantify with certainty the potential impact of actions involving environmental matters, particularly remediation and other compliance efforts that we may undertake in the future.

BACKLOG

We sell our towers under either supply agreements or individual purchase orders (“POs”), depending on the size and duration of the purchase commitment. Under the supply agreements, we typically receive a purchase commitment for towers to be delivered in future fiscal quarters, then receive POs on a periodic basis depending upon the customer’s forecast of production volume requirements within the contract terms. For our Gearing and Industrial Solutions segments, sales are generally based on individual POs. As of December 31, ~~2024~~2025, the dollar amount of our backlog based on unfulfilled POs and supply agreements was approximately $~~125~~96 million. This represents a 3124% decrease from the backlog at December 31, ~~2023~~2024. Backlog as of December 31, ~~2024~~2025 and ~~2023~~2024 is net of revenue recognized over time as described in Note 2, “Revenues” of our consolidated financial statements.

SEASONALITY

The majority of our business is not affected by seasonality.

EMPLOYEES

We had ~~411~~341 U.S.-based employees at December 31, ~~2024~~2025, of which ~~366~~304 were in manufacturing related functions and 45 37 were in administrative functions. As of December 31, ~~2024~~2025, approximately 1820% of our employees were covered by collective bargaining agreements with local unions in our Cicero, Illinois and Neville Island, Pennsylvania locations. We anticipate that the collective bargaining agreements with our union members will be renewed through contract renegotiation near the contract expiration dates, although there can be no assurance that any such agreements will be concluded. The collective bargaining agreement with the Neville Island union was renegotiated in November 2022 and is expected to remain in effect through October 2026. AOn March 6, 2026, we agreed to a new four-year collective bargaining agreement inwith ~~regard to~~the union representing the workforce at our Cicero, Illinois facility ~~was~~replacing ~~negotiated~~a inprevious ~~February~~agreement. ~~2022~~The ~~and~~new four-year collective bargaining agreement is expected to remain in effect through February ~~2026~~2030. We believe that our relationship with our employees is generally positive. The table below summarizes our employees as of December 31, ~~2024~~2025:

	Number of Employees As of
Segment	December 31, ~~2024~~2025
Heavy Fabrications		~~238~~163
Gearing		~~112~~104
Industrial Solutions		5064
Corporate		1110
Total		~~411~~341

RAW MATERIALS

The primary raw material used in the construction of heavy fabrication and gearing products is steel in the form of plate, bar stock, forgings and castings. The market for tower steel and internal packages has become increasingly globalized. Although we are generally responsible for procurement of the raw materials, our global tower customers often negotiate the prices and terms for purchases, and, through a “directed buy”, we purchase under these agreements. We have legal title to the raw materials and pass the raw material cost through to our end customer plus a conversion margin.

Outside of these directed buys, we operate a multiple supplier sourcing strategy and source our raw materials through various suppliers located throughout the U.S. and abroad. We do not have long term supply agreements with our raw material suppliers, and closely match terms with those of our customers to limit our exposure to commodity price fluctuations. We have made modifications to our supply chain management practices to deal more effectively with potential disruptions arising from these purchasing practices.

QUALITY CONTROL

We have a long-standing focus on processes for ensuring the manufacture of high-quality products. To achieve high standards of production and operational quality, we implement strict and extensive quality control and inspections throughout our production processes. We maintain internal quality controls over all core manufacturing processes and carry out quality assurance inspections at the completion of each major manufacturing step to ensure the quality of our products. The manufacturing process at our Gearing segment, for example, involves transforming forged steel into precision gears through cutting, heat treating, testing and finishing. We inspect and test raw materials before they enter the assembly process, retest the raw materials after rough machining, test the functioning of gear teeth and cores after thermal treatment and accuracy test final outputs for compliance with product specifications. We believe our investment in industry leading heat treatment, high precision machining, specialized grinding technologies and cutting-edge welding has contributed to our high product reliability and the consistent performance of our products under varying operating conditions. All of our core operating facilities are ISO 9001:2015 certified. Our Gearing segment is also AS9100D certified as of August 2024 and has the ability to produce aerospace components. Additionally, our Gearing and Heavy Fabrications segments completed International Traffic in Arms Regulations registrations in 2024 to protect the intellectual property of our defense customers. We will continue our efforts to achieve the highest quality standards.

INFORMATION SYSTEMS

We utilize standardized information technology systems across all areas of quoting and estimating, enterprise resource planning, materials resource planning, capacity planning and accounting, project execution and financial controls. We provide information technology oversight and support from our corporate headquarters in Cicero, IL. The operational information systems we employ throughout the Company are industry-specific applications that in some cases have been internally developed or modified by the vendor and improved to fit our operations. Our enterprise resource planning software is integrated with our operational information systems wherever possible to deliver relevant and real-time operational data. We believe our information systems provide our people with the tools to execute their individual job function and achieve our strategic initiatives.

WORKING CAPITAL

We sell to a broad range of industrial customers. In general, we produce to order rather than to stock. For wind towers, our largest product line, the industry has historically used customized contracts with varying terms and conditions between suppliers and customers, depending on the specific objectives of each party. Our practices mirror this historical industry practice of negotiating agreements on a case- by-case basis. As a result, working capital needs, including levels of accounts receivable (“A/R”), accounts payable (“A/P”), and inventory, can vary significantly from quarter to quarter based on the contractual terms associated with each quarter’s sales, such as whether and when we are required to purchase and supply steel to meet our contractual obligations. Customer deposits can vary significantly from quarter to quarter based on customer mix, contractual terms associated with each quarter’s sales and the timing impacts associated with customers placing orders for future production. In recent years, our larger customers have increasingly used supplier financing programs, whereby a third-party lender advances customer payments to us net of an interest charge. The combination of customer deposits and supplier financing programs arrangements may significantly reduce our working capital requirements.

In analyzing our liquidity, an important short-term metric is our use of operating working capital (“OWC”) in relation to revenue. OWC is comprised of A/R and inventories, net of A/P and customer deposits. Our OWC at December 31, ~~2024~~2025 was $1937,~~287~~795, or 14 25% of trailing three months of sales annualized, compared to December 31, ~~2023~~2024, when OWC was $19,~~408~~287, or 1014% of trailing three months of sales annualized. The ~~decrease~~increase in OWC was driven primarily by lower ~~accounts~~ ~~receivable~~customer deposit balances.

CORPORATE INFORMATION

Our principal executive office is located at 3240 South Central Avenue, Cicero, IL 60804. Our phone number is (708) 780-4800 and our website address is www.bwen.com.

OTHER INFORMATION

On our website at www.bwen.com, we make available under the “Investors” menu selection, free of charge, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after such reports or amendments are electronically filed with, or furnished to, the Securities and Exchange Commission (the “SEC”). Also, the SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements, and other information that we file electronically with the SEC.

From time to time, we also provide additional information about the Company and its activities on the “Investors” section of our website, which we encourage investors to review. The information contained or incorporated on our website is not a part of this document.

ITEM 1A. RISK FACTORS

OPERATIONAL RISKS

We may be unable to keep pace with rapidly changing technology in wind turbine and other industrial component manufacturing.

The global markets for wind turbines and our other manufactured industrial components are rapidly evolving technologically. Our component manufacturing equipment and technology may not be suited for future generations of products being developed by wind turbine companies. As turbines grow in size, particularly to support the development of offshore windfarms, tower manufacturing becomes more complicated and may require investments in new manufacturing equipment. For example, some wind turbine manufacturers are using wind turbine towers made partially or wholly from concrete instead of steel. Additionally, we continue to evaluate the implementation of emerging technologies such as generative artificial intelligence and machine learning into our products and services. Such technologies present unique business opportunities along with rapidly changing legal and regulatory risks, and we may not be able to anticipate vulnerabilities, flaws or security threats resulting from the use of such technology and develop adequate protection measures. To maintain a successful business in our field, we must keep pace with technological developments and the changing standards of our customers and potential customers and meet their constantly evolving demands. If we fail to adequately respond to the technological changes in our industry, make the necessary capital investments or are not suited to provide components for new types of wind turbines, our business, financial condition and operating results may be adversely affected.

We are substantially dependent on a few significant customers and the ordering levels for our products may vary based on customer needs. Further, we face significant risks associated with changes in our relationship with these significant customers.

Historically, the majority of our revenues are highly concentrated with a limited number of customers. Some of the markets we serve have a limited number of customers. In ~~2024~~2025, one customer, GE Vernova, accounted for more than 10% of our consolidated revenues, and our five largest customers accounted for 7380% of our consolidated revenues. Certain of our customers have periodically expressed their intent to scale back, delay or restructure existing customer agreements, which has led to reduced revenues from these customers and periodic deviations in expected ordering levels. It is possible that this may occur again in the future. Additionally, not all of our customers make purchases every year. As a result, our operating profits and gross margins have historically been negatively affected by significant variability in production levels, which has created production volume inefficiencies in our operations and cost structures. Because of this variability, we believe that comparisons of our operating results in any particular quarterly period may not be a reliable indicator of future performance.

Additionally, if our relationships with our significant customers should change materially, it could be difficult for us to immediately and profitably replace lost sales in a market with such concentration, which could have a material adverse effect on our operating and financial results. We could be adversely impacted by decreased customer demand for our products due to (i) the impact of current or future economic conditions on our customers, (ii) our customers’ loss of market share to their competitors that do not use our products, and (iii) our loss of market share with our customers. We could lose market share with our customers to our competitors or to our customers themselves, should they decide to become more vertically integrated and produce the products that we currently provide.

In addition, even if our customers continue to do business with us, we could be adversely affected by a number of other potential developments with our customers. For example:

●

The inability or failure of our customers to meet their contractual obligations could have a material adverse effect on our business, financial position and results of operations and in the event of a dispute, these customers may have more significant resources than we do, which could result in protracted litigation and the incurrence of material costs.

●

Certain customer contracts provide the customer with the opportunity to cancel a substantial portion of its volume obligation by providing us with notice of such election prior to commencement of production. Such contracts generally require the customer to pay a sliding cancellation fee based on how far in advance of commencement of production such notice is provided.

●

If we are unable to deliver products to our customers in accordance with an agreed-upon schedule, we may become subject to liquidated damages provisions in certain supply agreements for the period of time we are unable to deliver finished products. Although the liquidated damages provisions are generally capped, they can become significant and may have a negative impact on our profit margins and financial results.

	●	A material change in payment terms with a significant customer could have a material adverse effect on our short-term cash flows.
	●	The concentration of our customer base may enable our customers to demand pricing and other terms unfavorable to us and make us more vulnerable to changes in demand by or issues with a given customer.

Because our industry is capital intensive and we have significant fixed and semi-fixed costs, our profitability is sensitive to changes in volume.

The property, plants and equipment needed to manufacture products for our customers and provide our processes and solutions can be very expensive. We must spend a substantial amount of capital to purchase and maintain such property, plant and equipment. Although we believe our current cash balance, along with our projected internal cash flows and available financing sources, will provide sufficient cash to support our currently anticipated operating and capital needs, if we are unable to generate sufficient cash to purchase and maintain the property, plant and equipment necessary to operate our business, we may be required to reduce or delay planned capital expenditures or to incur additional indebtedness.

We face significant risks associated with uncertainties resulting from changes to policies and laws with the periodic changes in the U.S. administration.

Changes of administration in the U.S. federal government may affect our business in a manner that currently cannot be reliably predicted, especially given the potentially significant changes to various laws and regulations that affect usour business. These uncertainties may include changes in laws and policies in areas such as corporate taxation, taxation and tariffs on imports of internationally sourced products, international trade including trade treaties such as the United States-Mexico-Canada Agreement, environmental protection and workplace safety laws, labor and employment law, immigration and health care. For example, during 2025, President Trump's administration has ~~indicated~~imposed ~~that~~significant ~~his~~tariffs ~~administration~~on goods isimported ~~likely~~into tothe ~~impose~~United ~~significant~~States ~~tariffs~~from onmany ~~imported~~countries ~~goods~~around the world. The imposition of such tariffs has strained and may ~~strain~~continue to strain international trade relations orand ~~impact~~has ~~costs~~impacted ofand ~~raw~~may ~~materials.~~continue ~~Additionally,~~to impact ~~an advisory commission,~~ the ~~“Department~~costs of ~~Government~~raw ~~Efficiency” was announced to reform federal government processes and reduce expenditures~~materials. Pressures on and uncertainty surrounding the U.S. federal government’s budget, and potential change in budgetary priorities could adversely affect individual programs including programs that incentivize the development of wind power generation capacity, and may delay purchasing or payment decisions by certain of our customers. All of these uncertainties may individually or in the aggregate materially and adversely affect our business, results of operations or financial condition.

Disruptions in the supply of parts and raw materials, or changes in supplier relations, may negatively impact our operating results.

We are dependent upon the supply of certain raw materials used in our production process, and these raw materials are exposed to price fluctuations on the open market. Raw material costs for materials such as steel, our primary raw material, have fluctuated significantly and may continue to fluctuate. To reduce price risk caused by market fluctuations, we have generally tried to match raw material purchases to our sales contracts or incorporated price adjustment clauses in our contracts. However, limitations on availability of raw materials or increases in the cost of raw materials (including steel), energy, transportation and other necessary services may impact our operating results if our manufacturing businesses are not able to fully pass on the costs associated with such increases to their respective customers. Alternatively, we will not realize material improvements from any decline in steel prices as the terms of our contracts generally require that we pass these cost savings through to our customers. In addition, we may encounter supplier constraints, be unable to maintain favorable supplier arrangements and relations or be affected by disruptions in the supply chain caused by events such as natural disasters, pandemics, shipping delays, power outages and labor strikes. Additionally, our supply chain has become more global in nature and, thus, more complex from a shipping and logistics perspective. In the event of limitations on availability of raw materials or significant changes in the cost of raw materials, particularly steel, our margins and profitability could be negatively impacted.

We rely on unionized labor, the loss of which could adversely affect our future success.

We depend on the services of unionized labor and have collective bargaining agreements with certain of our operations workforce at our Cicero, Illinois and Neville Island, Pennsylvania Gearing facilities. The loss of the services of these and other personnel, whether through terminations, attrition, labor strike or otherwise, or a material change in our collective bargaining agreements, including a significant increase in labor costs, could have a material adverse impact on us and our future profitability. In November 2022, a four-year collective bargaining agreement was ratified by the collective bargaining union in our Neville Island facility and will remain in effect through October 2026. AOn March 6, 2026, we agreed to a new four-year collective bargaining agreement inwith ~~regard to~~ the union representing the workforce at our Cicero, Illinois facility ~~was~~ ~~negotiated~~replacing ina ~~February~~previous ~~2022,~~agreement. ~~and~~The new four-year collective bargaining agreement is expected to remain in effect through February ~~2026~~2030. Any failure to negotiate and conclude a new collective bargaining agreement with a union when the applicable agreement expires could result in strikes, boycotts, or other labor disruptions. As of December 31, ~~2024~~2025, these collective bargaining units represented approximately 1820% of our workforce.

Our ability to hire and retain qualified personnel at competitive cost could adversely affect our business.

Many of the products we sell, and related services that we provide require that we have skilled labor in our manufacturing facilities. The availability of labor in the markets in which we operate has declined in recent years and competition for such labor has increased, especially under current inflationary pressures. A significant increase in wages paid by competitors, both within and outside the energy industry, for such work force could result in insufficient availability of workers or increase our labor costs, or both. In the event prevailing wage rates continue to increase in the markets in which we operate, we may be required to concurrently increase the wages paid to our employees to maintain the quality of our workforce and customer service. If the supply of skilled labor is constrained or our costs of attracting and maintaining a workforce increase, our profit margins could decrease, and our growth potential and brand image could be impaired.

If our estimates for warranty expenses differ materially from actual claims made, or if we are unable to reasonably estimate future warranty expense for our products, our business and financial results could be adversely affected.

We provide warranty terms generally ranging between one and five years to our customers depending upon the specific product and terms of the customer agreement. We reserve for warranty claims based on prior experience and estimates made by management based upon a percentage of our sales revenues related to such products. From time to time, customers have submitted warranty claims to us. However, we have a limited history on which to base our warranty estimates for certain of our manufactured products. Our assumptions could materially differ from the actual performance of our products in the future and could exceed the levels against which we have reserved. In some instances, our customers have interpreted the scope and coverage of certain of our warranty provisions differently from our interpretation of such provisions. The expenses associated with remediation activities in the wind energy industry can be substantial, and if we are required to pay such costs in connection with a customer’s warranty claim, we could be subject to additional unplanned cash expenditures. If our estimates prove materially incorrect, or if we are required to cover remediation expenses in addition to our regular warranty coverage, we could be required to incur additional expenses and could face a material unplanned cash expenditure, which could adversely affect our business, financial condition and results of operations. Market disruptions and volatility may result in an increased likelihood of our customers asserting warranty or remediation claims in connection with our products that they would not ordinarily assert in a more stable economic environment. In the event of such a claim, we may incur costs if we decide to compensate the affected customer or to engage in litigation with the affected customer regarding the claim. We maintain product liability insurance, but there can be no guarantee that such insurance will be available or adequate to protect against such claims. A successful claim against us could have a material adverse effect on our business.

Cybersecurity incidents could disrupt our business and result in the compromise of confidential information and changes in information security and privacy laws, regulations, policies and contractual obligations could adversely affect our business.

Our business is at risk from and may be impacted by information security incidents, including attempts to gain unauthorized access to our confidential data and data systems, ransomware, malware, business email compromise, phishing attacks, and other electronic security events, which are increasing in frequency and sophistication. Such incidents can range from individual attempts to gain unauthorized access to our information technology systems to more sophisticated security threats. They can also result from internal compromises, such as human error, or malicious acts. While we seek to employ measures to prevent, detect, and mitigate these threats, there is no guarantee such efforts will be successful in preventing a cyber event. Cybersecurity incidents could disrupt our business and compromise confidential information belonging to us and third parties.

Certain of our suppliers and third parties we transact business with may receive information provided by us or by our customers and may also be at risk and impacted by cybersecurity incidents. If these third parties fail to adhere to adequate data security practices, or in the event of a breach of their networks, our own and our customers’ data may be improperly accessed, used or disclosed. Further, these third parties may incorporate generative artificial intelligence into their operations, and these generative artificial intelligence tools may not meet existing or rapidly evolving regulatory or industry standards with respect to privacy and data protection.

Additionally, the legal and regulatory environment surrounding information security and privacy in the U.S. and international jurisdictions is constantly evolving. Violation or non-compliance with any of these laws or regulations could have a material adverse effect on our business, reputation and financial conditions, as well as subject us to significant fines, third party damages and other liability.

See Item 1C of this Form 10-K, “Cybersecurity,” for more information on our cybersecurity risk management and governance.

Recent increases in inflation and high interest rates in the United States and elsewhere could adversely affect our business.

We are exposed to fluctuations in inflation and interest rates, which could negatively affect our business, financial condition and results of operations. The United States and other jurisdictions have recently experienced high levels of inflation. If the inflation rate continues to increase, it will likely continue to affect our expenses, including, but not limited to, employee compensation and labor expenses and increased costs for supplies, and we may not be successful in offsetting such cost increases. In addition, historically we have carried a significant amount of variable rate debt which is subject to fluctuations in interest rates. Certain government agencies, including the U.S. Treasury, have previously implemented and may implement policies that have resulted and ~~may~~ continue to result in ~~significantly~~historically ~~increased~~high interest rates and borrowing costs. ~~Recent~~Even ~~increases~~though inthe Federal Funds Effective Rate was cut on multiple occasions during 2025, the cuts were relatively small and interest rates ~~will~~remain relatively high on a historical basis. These relatively high interest rates may continue to result in ~~increased~~significant interest expense to the extent we cannot limit our debt balances. A severe or prolonged economic downturn, whether due to inflationary pressures, ~~increased~~historically high interest rates, or otherwise, could result in a variety of risks to our business, including weakened demand for our products.

RISKS RELATED TO OUR INDUSTRIES

Our financial and operating performance is subject to certain factors out of our control, including the state of the wind energy market in North America.

Our results of operations (like those of our customers) are subject to general economic conditions, and specifically to the state of the wind energy market. In addition to the state and federal government policies supporting renewable energy described below, the growth and development of the larger wind energy market in North America is subject to a number of factors, including, among other things:

●

the availability and cost of financing for the estimated pipeline of wind energy development projects;

●

the cost of electricity, which may be affected by a number of factors, including government regulation, power transmission, seasonality, fluctuations in demand, and the cost and availability of fuel, particularly natural gas;

	●	the cost of raw materials used to make wind turbines, particularly steel;
	●	the general increase in demand for electricity or “load growth;”

●

the costs of competing power sources, including natural gas, nuclear power, solar power and other power sources;

●

the development of new power generating technology, advances in existing technology or discovery of power generating natural resources;

●

the development of electrical transmission infrastructure;

●

state and federal laws and regulations regarding avian protection plans and noise or turbine setback requirements;

●

other state and federal laws and regulations, particularly those favoring low carbon energy generation alternatives;

●

administrative and legal challenges to proposed wind energy development projects;

●

the effects of global climate change such as more frequent or more extreme weather events, changes in temperature and precipitation patterns, changes to ground and surface water and other related phenomena;

●

the improvement in efficiency and cost of wind energy, as influenced by advances in turbine design and operating efficiencies; and

●

public perception and localized community responses to wind energy projects.

Consolidation among wind turbine manufacturers could increase our customer concentration and/or disrupt our supply chain relationships.

Wind turbine manufacturers are among our primary customers. There has been consolidation among these manufacturers, and more consolidation may occur in the future. Customer consolidation may result in pricing pressures, leading to downward pressure on our margins and profits, and may also disrupt our supply chain relationships.

We face competition from industry participants who may have greater resources than we do.

Our businesses are subject to risks associated with competition from new or existing industry participants who may have more resources and better access to capital. Certain of our competitors and potential competitors may have substantially greater financial resources, customer support, technical, market intelligence and marketing resources, faster and more effective adoption of new technologies including artificial intelligence and machine learning, larger customer bases, longer operating histories, greater name recognition and more established relationships in the industry than we do. Among other things, these industry participants compete with us based upon price, quality, location and available capacity. We cannot be sure that we will have the resources or expertise to compete successfully in the future. We also cannot be sure that we will be able to match cost reductions by our competitors or that we will be able to succeed in the face of current or future competition.

RISKS RELATED TO OUR CORPORATE STRATEGY

Our plans for growth and diversification may not be successful, and could result in poor financial performance.

We continue to seek to strategically diversify and grow the business to improve operational efficiency and meet customer demand. Our diversification efforts into natural gas turbine power generation ~~(also known as aeroderivatives)~~, defense, mining, precision machining, O&G and other power generation markets may require additional investments in personnel, equipment and operational infrastructure. Moreover, although we have historically participated in most of these lines of business, there is no assurance that we will be able to grow our presence in these markets at a rate sufficient to compensate for a potentially weaker wind energy market. If we are unable to further penetrate these markets, our plans to diversify our operations may not be successful and our anticipated future growth may be adversely affected.

Our growth efforts through increased production levels at existing facilities, acquisitions and continuous improvement activities such as the proper coordination and integration of the supply chain, the consistent use of systems with respect to production activities, the Advanced Product Quality Processes (APQP) to support the introduction of new products, and the hiring of continuous improvement experts to optimize our production processes, will require coordinated efforts across the Company and continued enhancements to our current operating infrastructure. If the cost of making these changes increases or if our efforts are unsuccessful, the Company may not realize anticipated benefits and our future earnings may be adversely affected.

Our diversification outside of the wind energy market exposes us to business risks associated with the gas turbine, O&G, and mining industries, among others, which may slow our growth or penetration in these markets.

Although we have experience in the gas turbine, O&G and mining industry markets, these markets have not historically been our primary focus. In further diversifying our business to serve these markets, we face competitors who may have more resources, longer operating histories and more well-established relationships than we do, and we may not be able to successfully or profitably generate additional business opportunities in these industries. Moreover, if we are able to successfully diversify into these markets, our businesses may be exposed to risks associated with these industries, which could adversely affect our future earnings and growth. These risks include, among other things:

●

Variability in the prices and relative demand for oil, gas, minerals and other commodities;

	●	The cyclical nature of certain markets (i.e., the O&G market);
	●	Changes in domestic and global political and economic conditions affecting the O&G and mining industries;

●

Changes in technology;

●

Changes in the price and availability of alternative fuels and energy sources and changes in energy consumption or supply; and

●

Changes in federal, state and local regulations, including, among other regulations, relating to hydraulic fracturing and greenhouse gas emissions.

If our projections regarding the future market demand for our products are inaccurate, our operating results and our overall business may be adversely affected.

We have previously made significant capital investments in anticipation of rapid growth in the U.S. wind energy market. However, the growth in the U.S. wind energy market has not kept pace with our expectations when some of these capital investments were made, and there can be no assurance that the U.S. wind energy market will grow and develop in a manner consistent with our expectations, or that we will be able to fill our capacity through the further diversification of our operations. Our internal manufacturing capabilities have required significant upfront capital costs. If market demand for our products does not increase at the pace we have anticipated and align with our manufacturing capacity, we may be unable to offset these costs and achieve economies of scale, and our operating results may continue to be adversely affected by high fixed costs, reduced margins and underutilization of capacity which may prevent us from achieving or maintaining profitability. In light of these considerations, we may be forced to reduce our labor force and production to minimum levels, as was done at certain operating locations in the past, temporarily idle existing capacity or sell to third parties manufacturing capacity that we cannot utilize in the near term, in addition to the steps that we have already taken to adjust our capacity more closely to demand. Alternatively, if we experience rapid increased demand for our products in excess of our estimates, or we reduce our manufacturing capacity, our installed capital equipment and existing workforce may be insufficient to support higher production volumes, which could adversely affect our customer relationships and overall reputation. In addition, we may not be able to expand our workforce and operations in a timely manner, procure adequate resources or locate suitable third-party suppliers to respond effectively to changes in demand for our existing products or to the demand for new products requested by our customers, and our business could be adversely affected. Our ability to meet such excess customer demand could also depend on our ability to raise additional capital and effectively scale our manufacturing operations.

Additionally, most of our customers do not commit to long-term contracts or firm production schedules, and accordingly, we frequently experience volatile lead-times in customer orders. Additionally, customers may change production quantities or delay production with little advance notice. Therefore, we rely on and plan our production and inventory levels based on our customers’ advance orders, commitments and/or forecasts, as well as our internal assessments and forecasts of customer demand. The variations in volume and timing of sales make it difficult to schedule production and optimize utilization of manufacturing capacity. This uncertainty may require us to increase staffing and incur other expenses in order to meet an unexpected increase in customer demand, potentially placing a significant burden on our resources. An inability to respond to such changes in a timely manner may also cause customer dissatisfaction, which may negatively affect our customer relationships.

Our growth strategies could be ineffective due to the risks of acquisitions and risks relating to integration.

Our growth strategy includes acquiring complementary businesses. In regards to any other future acquisitions, we could fail to identify, finance or complete suitable acquisitions on acceptable terms and prices, particularly with interest rates at comparatively high levels. Acquisitions and the related integration processes could increase a number of risks, including diversion of operations personnel, financial personnel and management’s attention, difficulties in integrating systems and operations, potential loss of key employees and customers of the acquired companies and exposure to unanticipated liabilities. The price we pay for a business may exceed the value realized and we cannot provide any assurance that we will realize the expected synergies and benefits of any acquisitions. Our discovery of, or failure to discover, material issues during due diligence investigations of acquisition targets, either before closing with regard to potential risks of the acquired operations, or after closing with regard to the timely discovery of breaches of representations, warranties or covenants, could materially harm our business. Our failure to meet the challenges involved in integrating a new business to realize the anticipated benefits of an acquisition could cause an interruption or loss of momentum in our existing activities and could adversely affect our profitability. Acquisitions also may result in the recording of goodwill and other intangible assets which are subject to potential impairments in the future that could diminish our reported earnings and operating results.

We are subject to risks associated with proxy contests and other actions of activist stockholders.

Publicly traded companies have increasingly become subject to campaigns by activist investors advocating corporate actions such as governance changes, financial restructurings, increased borrowings, special dividends, stock repurchases or even sales of assets or entire companies to third parties or the activists themselves. In 2023, WM Argyle Fund, LLC (“WM Argyle”) submitted a notice to the Board of Directors (the “Board”) purporting to nominate a slate of six candidates for election as directors at our 2023 Annual Meeting of Stockholders. We did not reach an agreement with WM Argyle in connection with its nomination, and there was a contested election at the Company’s 2023 Annual Meeting of Stockholders, in which none of WM Argyle’s candidates were elected as directors. The cumulative cost to the Company of responding to the proxy contest was approximately $1.8 million. We value input from all stockholders and remain open to ongoing engagement with our stockholders.

A proxy contest or related activities on the part of activist stockholders could adversely affect our business for a number of reasons, including, without limitation, the following:

●

Responding to proxy contests and other actions by activist stockholders can be costly and time-consuming, disrupting our operations and diverting the attention of our Board, management and our employees;

	●	Perceived uncertainties as to our future direction may result in the loss of potential business opportunities and may make it more difficult to attract and retain qualified personnel, business partners, customers and others important to our success, any of which could negatively affect our business and our results of operations and financial condition;
	●	Action by activist stockholders may be exploited by our competitors, cause concern to our current or potential customers and make it more difficult to attract and retain qualified personnel;

	●	A successful proxy contest could result in a change in control of our Board, and such an event could subject us to certain contractual obligations under several key agreements, including our existing Amended and Restated 2015 Equity Incentive Plan (as amended, the “2015 EIP”), and underlying award agreements and certain employment and lease agreements;
	●	If nominees advanced by activist stockholders are elected or appointed to our Board with a specific agenda, it may adversely affect our ability to effectively and timely implement our strategic plans or to realize long-term value from our assets, and this could in turn have an adverse effect on our business and on our results of operations and financial condition; and
	●	Proxy contests may cause our stock price to experience periods of volatility.

FINANCIAL RISKS

We have generated substantial net losses since our inception.

Historically, we have had several years in which we have experienced operating losses. We have incurred significant costs in connection with the development of our businesses, and because we have operated at low-capacity utilization in certain facilities, there is no assurance that we will generate sufficient revenues to offset anticipated operating costs. Although we anticipate deriving revenues from the sale of our products, no assurance can be given that these products can be sold on a profitable basis. We cannot give any assurance that we will be able to sustain or increase profitability on a quarterly or annual basis in the future.

We may continue to incur significant losses in the future for a number of reasons, including other risks described in this Annual Report on Form 10-K, and we may encounter unforeseen expenses, difficulties, complications, delays, and other unknown factors.

We have significant indebtedness and we may incur additional debt in the future. Servicing our indebtedness requires a significant amount of cash, and the terms of our current indebtedness, and the terms of any future indebtedness, may restrict the activities of the Company.

We have significant indebtedness, including the indebtedness under the 2022 Credit Facility (as defined and further discussed in Note 1011 “Debt and Credit Agreements” of our consolidated financial statements). Our debt obligations could potentially have important consequences to us and our investors, including: (1) requiring a substantial portion of our cash flows from operations to make debt service payments or to refinance our indebtedness as it becomes due, making it more difficult for us to satisfy our other priorities and obligations; (2) resulting in higher interest expenses, (3) increasing our vulnerability to general adverse economic and industry conditions; (4) reducing the cash flows available to fund capital expenditures and other corporate purposes and to grow our business; (5) limiting our flexibility in pursuing strategic opportunities or planning for, or reacting to, changes in our business and the industry; (6) placing us at a competitive disadvantage relative to our competitors that may not be as highly leveraged; and (7) limiting our ability to borrow additional funds as needed or take advantage of business opportunities as they arise, pay cash dividends or repurchase shares.

Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness depends on our future performance, which is subject to economic, financial, competitive, regulatory factors, and factors beyond our control. Our cash flow from operations in the future may be insufficient to service our indebtedness, including if our actual cash requirements in the future are greater than expected. If we are unable to generate the necessary cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt, incurring new debt or issuing additional equity on terms that may be unfavorable, onerous or highly dilutive. Our ability to refinance our indebtedness or incur new debt will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations.

As described in Note 1011 “Debt and Credit Agreements” of our consolidated financial statements, the agreements governing our indebtedness contain covenants restricting our operations and limiting our financial flexibility. In addition, some of the agreements governing our indebtedness require that we maintain minimum EBITDA requirements, not exceed a maximum fixed charge coverage ratio and contain certain customary events of default. Our ability to comply with such restrictions and covenants may be affected by various factors, some of which factors may be beyond our control. If we breach any of these restrictions or covenants and do not obtain a waiver from the lenders or holders, as applicable, then, subject to the applicable cure periods and conditions, any outstanding indebtedness could be declared immediately due and payable.

Our PPP Loans were forgiven, but we may still be subject to audit and any resulting adverse audit findings of non-compliance could result in the repayment of a portion or all of the PPP Loans and may restrict our flexibility in operating our business or otherwise adversely affect our results of operations.

On April 15, 2020, we received funds under notes and related documents (“PPP Loans”) with CIBC Bank, USA under the Paycheck Protection Program (the “PPP”), which was established under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), as amended by the Paycheck Protection Program Flexibility Act of 2020 in response to the COVID-19 pandemic and is administered by the U.S. Small Business Administration (the “SBA”). We received total proceeds of $9,530 from the PPP Loans and made repayments of $379 on May 13, 2020. We used at least 60% of our PPP Loan proceeds to pay for payroll costs and the balance on other eligible qualifying expenses that we believe to be consistent with the PPP.

During the second quarter of 2021, all of our PPP Loans were forgiven by the SBA. However, the U.S. Department of the Treasury has announced that it will conduct audits for PPP Loans that exceed $2,000 for a period of six years after forgiveness. Should we be audited or reviewed by the U.S. Department of the Treasury or the SBA, such audit or review could result in the diversion of management’s time and attention and cause us to incur significant costs. If we were to be audited and receive an adverse outcome in such an audit, we could be required to return the full amount of the PPP Loans and may potentially be subject to civil and criminal fines and penalties. If it is subsequently determined that the PPP Loans must be repaid, we may be required to use a substantial portion of our available cash and/or cash flows from operations to pay interest and principal on the PPP Loans, and any future repayment of such loans, would adversely impact our operations and financial results.

RISKS RELATED TO OWNING OUR COMMON STOCK

There is a limited trading market for our securities and the market price of our securities is subject to volatility.

Our common stock trades on the Nasdaq Capital Market. Historically, we have not had an active trading market for our common stock. The absence of an active trading market increases price volatility and reduces the liquidity of our common stock. The market price and level of trading of our common stock could be subject to wide fluctuations in response to numerous factors, many of which are beyond our control. These factors include, among other things, our limited trading volume, actual or anticipated variations in our operating results and cash flow, the nature and content of our earnings releases, announcements or events that impact our business and the general state of the securities market, as well as general economic, political and market conditions and other factors that may affect our future results. In ~~2024~~2025, the closing price of our common stock varied from a high of $43.4255 per share to a low of $1.5541 per share. Stockholders may have incurred substantial losses with regard to any investment in our common stock adversely affecting stockholder confidence.

Limitations on our ability to utilize our NOLs may negatively affect our financial results.

We may not be able to utilize all of our NOLs. For financial statement presentation, all benefits associated with the NOL carryforwards have been reserved; therefore, this potential asset is not reflected on our balance sheet. To the extent available, we will use any NOL carryforwards to reduce the U.S. corporate income tax liability associated with our operations. However, if we do not achieve sufficient profitability prior to their expiration, we will not be able to fully utilize our NOLs to offset income. Section 382 of the IRC (“Section 382”) generally imposes an annual limitation on the amount of NOL carryforwards that may be used to offset taxable income when a corporation has undergone certain changes in stock ownership. Our ability to utilize NOL carryforwards and built-in losses may be limited, under Section 382 or otherwise, by our issuance of common stock or by other changes in ownership of our stock. After analyzing Section 382 in 2010, we determined that aggregate changes in our stock ownership had triggered an annual limitation of NOL carryforwards and built-in losses available for utilization to $14,284 per annum. Although this event limited the amount of pre ownership change date NOLs and built- in losses we can utilize annually, it does not preclude us from fully utilizing our current NOL carryforwards prior to their expiration. However, subsequent changes in our stock ownership could further limit our ability to use our NOL carryforwards and our income could be subject to taxation earlier than it would if we were able to use NOL carryforwards and built-in losses without an annual limitation, which could result in lower profits. To address these concerns, in February 2013 we adopted a Section 382 Stockholder Rights Plan, which was subsequently approved by our stockholders and extended in 2016, 2019, 2022, and ~~2022~~2025 for additional three-year periods (as amended, the “Rights Plan”), designed to preserve our substantial tax assets associated with NOL carryforwards under Section 382. The Rights Plan is intended to deter any person or group from being or becoming the beneficial owner of 4.9% or more of our common stock and thereby triggering a further limitation of our available NOL carryforwards. On February 3, 2025, the Board approved an amendment which included an extension of the Rights Plan for an additional three years. The amendment is subject to approval by our stockholders at our 2025 Annual Meeting of Stockholders. See Note 1415, “Income Taxes” of our consolidated financial statements for further discussion of our Rights Plan. There can be no assurance that the Rights Plan will be effective in protecting our NOL carryforwards ~~or that it will be approved by our stockholders at our 2025 Annual Meeting of Stockholders~~. Additionally, because the Rights Plan subjects any person that acquires 4.9% of our common stock without the Board’s permission to significant dilution, it could make it harder for a third party to acquire us without the consent of the Board. In particular, the Rights Plan may deter a third party from completing or even initiating an acquisition of the Company, which may prevent stockholders from realizing a control premium from a potential acquirer, or from otherwise maximizing stockholder value.

We cannot predict the risks associated with the implementation and use of artificial intelligence and related technologies.

We may, now and in the future, use artificial intelligence, generative artificial intelligence, or related technologies (collectively, “Artificial Intelligence”). However, the implementation and use of Artificial Intelligence could present various risks and uncertainties to our business and there is no assurance that using such Artificial Intelligence will produce the desired results. If we are unable to effectively adopt new technologies including Artificial Intelligence and data analytics to develop new commercial insights and improve operating efficiencies, our competitors could more effectively adopt these technologies, develop better products, faster and at a lower cost, negatively impacting our sales outcomes and profitability. The risks and uncertainties related to the use of Artificial Intelligence include, but are not limited to, concerns around privacy, security, intellectual property, and ethics, and if the Artificial Intelligence technologies that we use (or create) turn out to be controversial or otherwise flawed, we could face competitive, brand, or reputational harm, legal liability, regulatory action, or other adverse impacts on our business. As the regulatory framework surrounding Artificial Intelligence evolves, it is possible that new laws or regulations will be adopted both within the United States and in non-U.S. jurisdictions, or that existing laws and regulations may be interpreted in ways that could affect the ways in which we might use Artificial Intelligence. Since these technologies are rapidly and constantly evolving and extremely complex, we cannot predict all of the business and legal risks that may arise from our use of such technologies, any of which could adversely affect our business, financial condition, and results of operations.

INTELLECTUAL PROPERTY RISKS

Any failure to protect our customers’ intellectual property that we use in the products we manufacture for them could harm our customer relationships and subject us to liability.

The products we manufacture for our customers often contain our customers’ intellectual property, including copyrights, patents, trade secrets and know-how. Our success depends, in part, on our ability to protect our customers’ intellectual property. The steps we take to protect our customers’ intellectual property may not adequately prevent its disclosure or misappropriation. If we fail to protect our customers’ intellectual property, our customer relationships could be harmed and we may experience difficulty in establishing new customer relationships. Additionally, our customers might pursue legal claims against us for any failure to protect their intellectual property, possibly resulting in harm to our reputation and our business, financial condition and operating results.

We may not be able to protect important intellectual property and we could incur substantial costs defending against claims that our products infringe on the proprietary rights of others.

Our ability to compete effectively will depend, in part, on our ability to protect our proprietary system level technologies, systems designs and manufacturing processes. While we have attempted to safeguard and maintain our proprietary rights, we do not know whether we have been or will be successful in doing so.

Further, our competitors may independently develop or patent technologies or processes that are substantially equivalent or superior to ours. If we are found to be infringing third-party patents, we could be required to pay substantial royalties and/or damages, and we do not know whether we will be able to obtain licenses to use such patents on acceptable terms, if at all. Failure to obtain needed licenses could delay or prevent the development, manufacture or sale of our products, and could necessitate the expenditure of significant resources to develop or acquire non infringing intellectual property.

We may need to pursue lawsuits or legal action in the future to enforce our intellectual property rights and to determine the validity and scope of the proprietary rights of others. Litigation and other proceedings, even if they are successful, are expensive to pursue and time consuming, and we could use a substantial amount of our management and financial resources in either case.

Confidentiality agreements to which we are party may be breached, and we may not have adequate remedies for any breach. Our trade secrets may also be known without breach of such agreements or may be independently developed by competitors. Our inability to maintain the proprietary nature of our technology and processes could allow our competitors to limit or eliminate any competitive advantages we may have.

LEGAL, TAX, REGULATORY AND COMPLIANCE RISKS

The U.S. wind energy industry is significantly impacted by tax and other economic incentives. A significant change in these incentives could significantly impact our results of operations and growth.

We sell towers to wind turbine manufacturers who supply wind energy generation facilities. The U.S. wind energy industry is significantly impacted by federal tax incentives and state Renewable Portfolio Standards (“RPSs”). Despite recent reductions in the cost of wind energy, due to variability in wind quality and consistency, and other regional differences, wind energy may not be economically viable in certain parts of the country absent such incentives. These programs have provided material incentives to develop wind energy generation facilities and thereby impact the demand for our products. The increased demand for our products that generally results from the credits and incentives could be impacted by the expiration or curtailment of these programs.

One such federal government program, the PTC, provides a supplemental payment based on electricity produced from each qualifying wind turbine. Legislative support for the PTC has been intermittent since its introduction in 1992, which has caused volatility in the demand for new wind energy projects. In 2015, the PTC was extended for a five-year period, with a time-based phase-out depending on the year the wind project is commenced. The phase-out schedule legislated in 2015 provided for: 100% extension of the credit for projects commenced before the end of 2016, 80% extension of the credit for projects commenced in 2017, 60% extension of the credit for projects commenced in 2018 and 40% extension of the credit for projects commenced in 2019. As part of a year-end tax extenders bill in 2019, the PTC was extended for an additional year, allowing for a 60% extension of the credit for projects commenced before the end of 2020.

On December 27, 2020, COVID IV was signed into law. As part of COVID IV, the PTC was extended for an additional year, allowing for a 60% credit for projects that start construction by the end of 2021. In order to benefit from the PTC, qualifying projects must either be completed within four years from their start of construction, or the developer must demonstrate that its projects are in continuous construction between start of construction and completion. As a result of COVID IV, the PTC will subsidize wind projects commenced as late as 2021 and completed by 2025, or later if continuous construction can be demonstrated. The PTC tax benefits are available for the first ten years of operation of a wind energy facility, and also applies to significant redevelopment of existing wind energy facilities. Included in COVID IV is the addition of a new 30% ITC created for offshore wind projects that start construction by the end of 2025. The provision will be retroactively applied to projects that started production in 2016.

On August 16, 2022, the IRA was enacted to reduce inflation and promote clean energy in the United States. The IRA ~~modifies~~ modified and ~~extends~~extended the PTC until the later of 2032 or when greenhouse gas emissions have been reduced by 75% compared to 2022. It provides for tax credits up to a maximum of 30%, adjusted for inflation annually, for electricity generated from qualified renewable energy sources where taxpayers meet prevailing wage standards and employ a sufficient proportion of qualified apprentices from registered apprenticeship programs. It also provides a bonus credit for qualifying clean energy production in energy communities.

~~The~~Under ~~IRA also includes~~the ~~AMP credits for manufacturers of eligible components~~OBBBA, ~~including~~enacted ~~wind and solar components. Manufacturers qualify for the AMP credits based~~ on ~~the~~July ~~electricity output for each component produced and sold in the US starting in 2023 through 2032. The credit amount varies based on the eligible component~~4, ~~which includes solar components~~2025, wind ~~energy~~projects ~~components,~~that ~~inverters,~~begin ~~qualifying~~construction ~~battery~~after ~~components~~July 4, and critical minerals. Tower manufacturers are eligible for credits of $0.03 per watt for applicable components produced. Manufacturers can elect a direct pay option where they can receive a payment equal to the full value of the tax credits from the Internal Revenue Service anytime during the ten-year period. That election lasts for five years2026, ~~after~~must ~~which the AMP credits can~~ be ~~used~~placed ~~against tax obligations or transferred to third parties~~ in ~~exchange~~service ~~for cash. We expect certain financial benefits as a result of tax incentives provided~~ by ~~the~~December ~~IRA. If these expected financial benefits vary significantly from our assumptions~~31, ~~our business~~2027, ~~financial~~to ~~condition,~~qualify ~~and~~for ~~results~~the ofPTC ~~operations~~or ~~could~~the ~~be adversely affected~~ITC. Any ~~modifications~~wind toproject ~~the~~that ~~law~~begins orconstruction ~~its~~after ~~effects~~July ~~arising~~4, ~~for example~~2026, ~~through (i) technical guidance~~ and ~~regulations~~is ~~from~~not ~~the~~placed ~~IRS~~in ~~and~~service ~~U.S.~~by ~~Treasury~~December ~~Department~~31, ~~(ii)~~2027, ~~subsequent~~will ~~amendments~~not toqualify orfor ~~interpretations of~~ the ~~law,~~PTC ~~and/~~or ~~(iii) future laws or regulations rendering certain provisions of~~ the ~~IRA~~ITC. ~~less~~The ~~effective~~PTC orand ~~ineffective,~~ITC indrive ~~whole~~demand orfor innew ~~part,~~wind ~~could~~projects ~~result~~by inproviding ~~material~~financial ~~adverse~~incentives ~~changes~~ to ~~the benefits we have recognized and expect to recognize~~developers.

The IRA also includes AMP credits for manufacturers of eligible components, including wind and solar components. Manufacturers qualify for the AMP credits based on the electricity output for each component produced and sold in the US starting in 2023 through 2032. The OBBBA eliminates the credit for components produced and sold after 2027. The credit amount varies based on the eligible component, which includes solar components, wind energy components, inverters, qualifying battery components, and critical minerals. Tower manufacturers are eligible for credits of $0.03 per watt for applicable components produced. Manufacturers can elect a direct pay option where they can receive a payment equal to the full value of the tax credits from the Internal Revenue Service anytime during the ten-year period. That election lasts for five years, after which the AMP credits can be used against tax obligations or transferred to third parties in exchange for cash. We expect certain financial benefits as a result of tax incentives provided by the IRA. If these expected financial benefits vary significantly from our assumptions, our business, financial condition, and results of operations could be adversely affected. Any modifications to the law or its effects arising, for example, through (i) technical guidance and regulations from the IRS and U.S. Treasury Department, (ii) subsequent amendments to or interpretations of the law, and/or (iii) future laws or regulations rendering certain provisions of the IRA less effective or ineffective, in whole or in part, could result in material adverse changes to the benefits we have recognized and expect to recognize.

The OBBBA also introduced new restrictions on foreign supply chains and foreign owners or investors in tax-credit-supported facilities, referred to as “Prohibited Foreign Entity” or “PFE” restrictions. Taxpayers cannot claim AMP credits in taxable years beginning after enactment of the OBBBA if they are prohibited foreign entities (which are generally entities that are formed in or controlled by covered nations, including China, Russia, Iran, and North Korea, as well as entities determined to be under effective control as a result of contracts entered into with such entities). AMP credits are also disallowed in taxable years beginning after enactment of the OBBBA for eligible components that receive material assistance from a PFE. These restrictions generally took effect on January 1, 2026, and the Treasury Department is required to issue final regulations implementing them by December 31, 2026. On February 12, 2026, the Treasury Department released interim guidance that further clarified methods for calculating material assistance and included a request for comments by March 30. We cannot predict with certainty what the final guidance, or any other future guidance, will provide, or how it will impact the potential impact for our AMP credits claimed in 2026 and future years.

Several significant administrative law cases were decided by the U.S. Supreme Court in 2024, most notably Loper Bright Enterprises V. Raimondo. In Loper Bright, the U.S. Supreme Court held that the U.S. Administrative Procedure Act requires that courts exercise their independent judgment when deciding whether a federal agency has acted within its statutory authority, and not to defer to an agency interpretation solely because a statute is ambiguous. These decisions may result in additional legal challenges to regulations and guidance issued by federal regulatory agencies, including the IRS, which the Company relies on and intends to rely on in the future. Successful challenges of certain regulations, any increased regulatory uncertainty, or delays or other impacts to the federal agency rulemaking process could adversely impact our business and operations.

RPSs generally require or encourage state regulated electric utilities to supply a certain proportion of electricity from renewable energy sources or to devote a certain portion of their plant capacity to renewable energy generation. Typically, utilities comply with such standards by qualifying for renewable energy credits evidencing the share of electricity that was produced from renewable sources. Under many state standards, these renewable energy credits can be unbundled from their associated energy and traded in a market system, allowing generators with insufficient credits to meet their applicable state mandate. These standards have spurred significant growth in the wind energy industry and a corresponding increase in the demand for our products. Currently, the majority of states have RPSs in place and certain states have voluntary utility commitments to supply a specific percentage of their electricity from renewable sources. The enactment of RPSs in additional states or any changes to existing RPSs (including changes due to the failure to extend or renew the federal incentives described above), or the enactment of a federal RPS or imposition of other greenhouse gas regulations, may impact the demand for our products. We cannot assure that government support for renewable energy will continue including any assurance regarding the adoption of any of the clean energy provisions of former President Biden’s Build Back Better agenda. The elimination of, or reduction in, state or federal government policies that support renewable energy could have a material adverse impact on our business, results of operations, financial performance and future development efforts.

Changes to trade regulation, quotas, duties or tariffs, and sanctions caused by changing U.S. and geopolitical policies, may impact our competitive position or adversely impact our margins.

Renewed surges of unfairly traded imports continue to threaten our business segments. If existing antidumping and countervailing duty orders were removed or revoked we would expect a renewed surge of unfairly traded imports. While future trade actions on inputs such as steel may affect our pricing, the continued presence of unfairly traded imports in the market may hamper our ability to pass those price increases along. Additionally, the existence of government subsidies available to our competitors in certain countries may affect our ability to compete on a price basis.

~~Additionally~~In August 2025, the ~~war~~United ~~in Ukraine~~States ~~has~~Department ~~led~~of toCommerce ~~economic~~Bureau ~~sanctions~~of ~~imposed~~Industry ~~against~~and ~~Russia~~Security bycommenced ~~the~~a ~~U.S.~~Section ~~and~~232 ~~certain~~investigation ~~European~~under ~~nations,~~the ~~including~~authority aof ~~prohibition~~the onTrade ~~doing~~Expansion ~~business~~Act ~~with~~of ~~certain~~1962, ~~Russian~~as ~~companies~~amended, ~~which~~for ~~may~~the ~~have~~purpose ~~led~~of ~~to,~~determining orthe ~~may~~effect ~~lead~~of ~~to,~~imports ~~certain~~of ~~retaliatory~~wind ~~trade~~turbines ~~restrictions~~and ~~from~~their ~~Russia.~~parts ~~Such~~and ~~sanctions~~components ~~may~~on ~~impact~~the ~~companies~~national insecurity. The ~~many~~Trump ~~sectors~~administration ~~and~~ has ~~lead~~significantly toincreased ~~volatility~~the use of ~~prices~~these intypes ~~the~~of ~~global~~investigations ~~energy~~throughout ~~industry~~2025 and ~~disruption~~based ~~and~~on ~~volatility in~~ the ~~U.S.~~results ~~and~~of ~~global~~such ~~markets.~~investigations ~~There~~in isother aindustries, ~~possibility~~the ~~that~~administration ~~such~~has ~~sanctions~~taken or trade ~~restrictions~~actions ~~may~~to belimit ~~expanded,~~imports of or ~~new~~impose ~~sanctions~~protective ortariffs ~~trade~~on ~~restrictions~~the ~~may~~import beof ~~imposed~~the bygoods subject to the Uinvestigation.~~S.,~~ We ~~Russia,~~do ~~China~~not orknow ~~other~~what ~~countries,~~the ~~which~~results ~~could~~of ~~further~~the ~~disrupt~~current ~~supply~~investigation ~~chains~~will ~~and~~be, ~~increase~~nor ~~volatility~~the range of ~~pricing.~~trade ~~The~~actions ~~extent~~the ~~and~~administration ~~duration~~might ofimpose on the ~~war~~wind ~~and~~turbine ~~extent~~imports. Imposition ~~and~~of ~~strength~~import ofrestrictions or tariffs on the ~~sanctions~~import ~~are~~of ~~still~~wind ~~developing~~turbines, ~~and~~their ~~the~~parts ~~corresponding~~and ~~effect~~components oncould ~~the~~cause ~~Company~~shortages ~~remains~~or ~~uncertain. Certain~~increased ~~other~~costs ~~geopolitical~~for ~~conflicts~~those goods, ~~including the~~which ~~war~~may ~~between~~negatively ~~Israel~~impact ~~and~~our ~~Hamas~~customers, ~~has~~the ~~also~~wind ~~lead~~industry togenerally ~~material~~and ~~disruptions~~may tonegatively ~~certain~~impact ~~supply~~our ~~chains~~sales and ~~volatility~~profitability inof ~~prices~~those sales.

Additionally, the ongoing war in Ukraine has led to economic sanctions imposed against Russia by the U.S. and certain European nations, including a prohibition on doing business with certain Russian companies which may have led to, or may lead to, certain retaliatory trade restrictions from Russia. Such sanctions may impact companies in many sectors and has led to volatility of prices in the global energy industry and disruption and volatility in the U.S. and global markets. There is a possibility that such sanctions or trade restrictions may be expanded, or new sanctions or trade restrictions may be imposed by the U.S., Russia, China or other countries, which could further disrupt supply chains and increase volatility of pricing. The extent and duration of the war and extent and strength of the sanctions are still developing, and the corresponding effect on the Company remains uncertain.

Certain other geopolitical events, including the war between Israel and Hamas as well as the recent the political, economic, and social instability in both Venezuela and Iran could lead to material disruptions to certain supply chains and volatility in prices for the inputs to our manufacturing process and the resulting prices we charge to our customers.

We could incur substantial costs to comply with environmental, health and safety (“EHS”) laws and regulations and to address violations of or liabilities under these requirements.

Our operations are subject to a variety of EHS laws and regulations in the jurisdictions in which we operate and sell products governing, among other things, health, safety, pollution and protection of the environment and natural resources, including the use, handling, transportation and disposal of non-hazardous and hazardous materials and wastes, as well as emissions and discharges into the environment, including discharges to air, surface water, groundwater and soil, product content, performance and packaging. We cannot guarantee that we have been, or will at all times be in compliance with such laws and regulations. Changes in existing EHS laws and regulations, or their application, could cause us to incur additional or unexpected costs to achieve or maintain compliance. Failure to comply with these laws and regulations, obtain the necessary permits to operate our business, or comply with the terms and conditions of such permits may subject us to a variety of administrative, civil and criminal enforcement measures, including the imposition of civil and criminal sanctions, monetary fines and penalties, remedial obligations, and the issuance of compliance requirements limiting or preventing some or all of our operations. The assertion of claims relating to regulatory compliance, on or off-site contamination, natural resource damage, the discovery of previously unknown environmental liabilities, the imposition of criminal or civil fines or penalties and/or other sanctions, or the obligation to undertake investigation, remediation or monitoring activities could result in potentially significant costs and expenditures to address contamination or resolve claims or liabilities. Such costs and expenditures could have a material adverse effect on our business, financial condition or results of operations. Under certain circumstances, violation of such EHS laws and regulations could result in us being disqualified from eligibility to receive federal government contracts or subcontracts under the federal government’s debarment and suspension system.

We also are subject to laws and regulations that impose liability and cleanup responsibility for releases of hazardous substances into the environment. Under certain of these laws and regulations, such liabilities can be imposed for cleanup of currently and formerly owned, leased or operated properties, or properties to which hazardous substances or wastes were sent by current or former operators at our current or former facilities, regardless of whether we directly caused the contamination or violated any law at the time of discharge or disposal. Several of our facilities have a history of industrial operations, and contaminants have been detected at some of our facilities. The presence of contamination from hazardous substances or wastes could interfere with ongoing operations or adversely affect our ability to sell, lease or use our properties as collateral for financing. We also could be held liable under third-party claims for property damage, natural resource damage or personal injury and for penalties and other damages under such environmental laws and regulations, which could have a material adverse effect on our business, financial condition and results of operations. During ~~2024~~2025, we did not incur significant remediation costs or penalties related to environmental matters.

Our ability to comply with regulatory requirements and potential environmental, social and governance (“ESG”) regulations and trends is critical to our future success, and there can be no guarantee that our businesses are in full compliance with all such requirements.

As a manufacturer and distributor of wind and other energy industry products we are subject to the requirements of federal, state, local and foreign regulatory authorities. In addition, we are subject to a number of authorities setting industry standards, such as the American Gear Manufacturers Association and the American Welding Society. Changes in the standards and requirements imposed by such authorities could have a material adverse effect on us. In the event we are unable to meet any such standards when adopted, our businesses could be adversely affected. We may not be able to obtain all regulatory approvals, licenses and permits that may be required in the future, or any necessary modifications to existing regulatory approvals, licenses and permits, or maintain all required regulatory approvals, licenses and permits. There can be no guarantee that our businesses are fully compliant with such standards and requirements.

Additionally, other ESG-related laws, regulations, treaties, and similar initiatives and programs are being proposed, adopted and implemented throughout the world. If we were to violate or become liable under environmental or certain ESG-related laws or if our products become non-compliant with such laws or market access requirements, our customers may refuse to purchase our products, and we could incur costs or face other sanctions, such as restrictions on our products entering certain jurisdictions, fines, and/or civil or criminal sanctions. In addition to potential implementation of ESG laws, investor advocacy groups, certain institutional investors, investment funds, other market participants, political figures, stockholders, and customers have focused increasingly on the ESG practices of companies, including those associated with climate change. If our ESG practices do not meet investor or other industry stakeholder expectations and standards, which continue to evolve, our brand, reputation and employee retention may be negatively impacted based on an assessment of our ESG practices.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

Risk Management and Strategy

We rely on information systems to obtain, rapidly process, analyze, and manage data in order to effectively operate our business. We are committed to protecting our business information, intellectual property, customer, supplier and employee data and information systems from cybersecurity risks and maintain an active cybersecurity risk management program.

We maintain enterprise-wide information security policies, processes and standards that set the requirements around acceptable use of information systems and data, risk assessment and management, identity and access management, data security, security operations, security incident response and threat and vulnerability management. We work to align to the National Institute of Standards and Technology (NIST) 800-171 Cybersecurity Framework, as its program controls are designed to protect and maintain confidentiality, integrity, and continued availability of our data and information systems. We are exploring our commitment to other frameworks as they develop. Our team of information system professionals and third-party providers monitors our information systems for cybersecurity threats, breaches, intrusions and other weaknesses, responds to cybersecurity incidents, develops and implements plans to mitigate cybersecurity threats and facilitates training for our employees.

We maintain enterprise-wide information security policies, processes and standards that set the requirements around acceptable use of information systems and data, risk assessment and management, identity and access management, data security, security operations, security incident response and threat and vulnerability management. We work to align to the National Institute of Standards and Technology (NIST) 800-171 Cybersecurity Framework, as its program controls are designed to protect and maintain confidentiality, integrity, and continued availability of our data and information systems. Our team of information system professionals and third-party providers monitors our information systems for cybersecurity threats, breaches, intrusions and other weaknesses, responds to cybersecurity incidents, develops and implements plans to mitigate cybersecurity threats and facilitates training for our employees.

We also engage consultants and other third-party advisors to conduct independent assessments of our cybersecurity readiness and control effectiveness. In collaboration with our third-party providers, we seek to gain insights into emerging threats and vulnerabilities, industry trends, and leading practices to inform our cybersecurity response.

For more information on the Company’s cybersecurity-related risks, see Item 1A, Risk Factors, of this Form 10-K.

Governance

Management plays a critical role in assessing and managing material risks from cybersecurity threats. Our Director of Information Technology leads an internal team and works directly with our third-party information security professionals to manage our cybersecurity risk management program and activities. This includes monitoring our information systems for cybersecurity threats, reviewing cybersecurity incidents, analyzing emerging threats, and the development and implementation of risk mitigation strategies.

Our Director of Information Technology reports directly to our executive leadership team on cybersecurity matters, providing the leadership team with updates on enterprise risks, cybersecurity incidents, the status of ongoing initiatives, key metrics, and additional cybersecurity topics. Our information technology team, led by the Director of Information Technology, meets regularly to discuss the progress of ongoing program initiatives, cybersecurity priorities, identified risks and metrics.

The Board of Directors exercises direct oversight of strategic risks to the Company. The Board has delegated the responsibility for cybersecurity oversight to the Audit Committee. The Audit Committee’s responsibilities include reviewing and discussing with management the strategies, process and controls pertaining to the management of information technology operations, including cybersecurity risks and information security. The Director of Information Technology reports to the Audit Committee annually and more frequently, as needed, on cybersecurity matters, including the cybersecurity threat landscape, key metrics demonstrating the overall management of our cybersecurity risk and risk management program, related key initiatives, enterprise program framework alignment, annual risk mitigation strategy, and review of cybersecurity incidents. Our Board is committed to maintaining a well-informed and cybersecurity-aware posture, engaging through regular and requested updates on our strategy and evolving threat landscape.

ITEM 2. PROPERTIES

Our corporate headquarters is located in Cicero, Illinois, a suburb located west of Chicago, Illinois. In addition, the Subsidiaries own or lease operating facilities, which are presented by operating segment as follows (information below is as of December 31, ~~2024~~2025).

		Owned /	Approximate
Operating Segment and Facility Type	Location	Leased	Square Footage
Heavy Fabrications (1)
Tower Manufacturing	Manitowoc, WI	Leased		214,000
Tower Manufacturing	Abilene, TX	Owned		175,000
Industrial Fabrications Manufacturing	Manitowoc, WI	Leased		92,000
Gearing and Corporate
Gearing System Manufacturing—Machining and Corporate Administration	Cicero, IL	Leased		301,000
Gearing System Manufacturing—Machining and Corporate Administration (2)	Cicero, IL	Leased		301,000
Gearing System Manufacturing—Heat Treatment and Gearbox Repair	Neville Island, PA	Owned		52,000
Industrial Solutions
Industrial Solutions Manufacturing	Sanford, NC	Leased		105,000

(1) The Heavy Fabrications segment listing does not include the tower storage yards of ~~40 acres in Manitowoc, WI and~~ 25 acres in Abilene, TX.

(2)	The Gearing leased facilities will reduce to approximately 197,000 square feet effective December 1, 2026 pursuant to the terms of the facility lease.

We consider our active facilities to be in good condition and adequate for our present and future needs.

ITEM 3. LEGAL PROCEEDINGS

We are party to a variety of legal proceedings that arise in the ordinary course of our business. While the results of these legal proceedings cannot be predicted with certainty, management believes that the final outcome of these proceedings will not have a material adverse effect, individually or in the aggregate, on our results of operations, financial condition or cash flows. Due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on our results of operations, financial condition or cash flows. It is possible that if one or more of such matters were decided against us, the effects could be material to our results of operations in the period in which we would be required to record or adjust the related liability and could also be material to our financial condition and cash flows in the period in which we would be required to pay such liability.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

PART II

(Dollar amounts are presented in thousands, except per share data and unless otherwise stated)

Our common stock is traded on the NASDAQ Capital Market (“NASDAQ”) under the symbol “BWEN.” The following table sets forth the high and low bid prices of our common stock traded on the NASDAQ.

	Common Stock
	High		Low
2025
First quarter	$	2.21	$	1.41
Second quarter		1.96		1.47
Third quarter		2.87		1.80
Fourth quarter		3.55		2.00

	Common Stock
	High		Low
2024
First quarter	$	2.70	$	2.22
Second quarter		4.42		2.08
Third quarter		3.66		2.07
Fourth quarter		2.23		1.55

	Common Stock
	High		Low
2023
First quarter	$	5.92	$	1.77
Second quarter		5.20		3.35
Third quarter		4.59		3.10
Fourth quarter		3.46		2.05

The closing price for our common stock as of March 4, 2026 was $2.47. As of March 4, 2026, there were 48 holders of record of our common stock.

The closing price for our common stock as of February 28, 2025 was $1.57. As of February 28, 2025, there were 50 holders of record of our common stock.

Dividends

We have never paid cash dividends on our common stock and have no current plan to do so in the foreseeable future. The declaration and payment of dividends on our common stock are subject to the discretion of our Board and are further limited by our credit agreement and other contractual agreements we may have in place from time to time. The decision of our Board to pay future dividends will depend on general business conditions, the effect of a dividend payment on our financial condition, and other factors our Board may consider relevant. The current policy of our Board is to reinvest cash generated in our operations to promote future growth and to fund potential investments.

Repurchases

~~There~~On ~~were~~September no10, ~~repurchases~~2025, our Board authorized a program to repurchase up to $3,000 of our ~~equity~~outstanding ~~securities made~~common stock. Our share repurchase program does not obligate us to acquire any specific number of shares. The common stock may be acquired in the open market at prices subject to certain pricing guidelines determined by management. We have no obligation to repurchase shares and we may discontinue purchases at any time that we determine additional purchases are not warranted. As of December 31, 2025, $3,000 remains available for repurchase and there were no stock repurchases during the years ended December 31, ~~2024~~2025 and ~~2023~~ 2024.

Unregistered Sales of Equity Securities

There were no unregistered sales of equity securities ~~for~~during the years ended December 31, ~~2024~~2025 orand ~~2023~~2024.

Securities Authorized for Issuance Under Equity Compensation Plans

See Part III, Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of this Annual Report on Form 10-K for information as of December 31, ~~2024~~2025 with respect to shares of our common stock that may be issued under our existing share-based compensation plans.

ITEM 6. SELECTED FINANCIAL DATA

[RESERVED]

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

As used in this Annual Report, the terms “we,” “us,” “our,” “Broadwind,” and the “Company” refer to Broadwind, Inc., a Delaware corporation headquartered in Cicero, Illinois, and its Subsidiaries.

(Dollar amounts are presented in thousands, except per share data and unless otherwise stated)

WeOUR ~~booked $107,813~~BUSINESS in net new orders in 2024, up from $101,060 in 2023. Within our Heavy Fabrications segment, orders increased 7% over the prior year reflecting an increase in orders associated with wind repowering projects, partially offset by a decrease in industrial fabrication product line orders primarily due to reduced demand for our PRS units. Gearing segment orders increased 7% from the prior year primarily due to improved demand from industrial and aftermarket wind customers, partially offset by reduced demand from O&G customers. Industrial Solutions segment orders increased by 6% in 2024 from the prior year primarily due to an increase in orders associated with new gas turbine projects, partially offset by reduced demand for aftermarket projects.

WeThe ~~recognized~~OBBBA which ~~revenue~~was ofsigned ~~$143,136 in~~into ~~2024~~law on July 4, ~~down~~2025, ~~30%~~eliminates ~~from~~AMP ~~revenue~~credits offor ~~$203~~components produced and sold after December 31,~~477~~ 2027. The OBBBA shortened the time period in ~~2023.~~which ~~Heavy~~we ~~Fabrications~~could ~~segment~~benefit ~~revenues~~from ~~decreased~~the ~~38% primarily~~AMP ~~due~~credits, to which could have a ~~41%~~material ~~decrease~~adverse effect on our business in ~~wind~~the ~~revenue~~near asterm. aUnder ~~global~~the OBBBA, wind ~~turbine~~projects ~~manufacturer shifted~~that ~~approximately~~begin ~~half~~construction ofafter ~~its contracted~~July ~~tower~~4, ~~section~~2026, ~~orders~~must ~~initially~~be ~~planned~~placed in service by December 31, 2027, to qualify for ~~2024~~the ~~into~~production ~~2025.~~tax credit ~~Additionally,~~(“PTC”) ~~industrial~~or ~~fabrication~~the ~~product~~investment ~~line~~tax ~~revenues~~credit ~~decreased~~(“ITC”). ~~primarily~~Any ~~due~~wind toproject ~~lower shipments of our~~that ~~PRS units~~begins construction after July 4, 2026, and is not placed in service by December 31, 2027, will not qualify for the ~~current~~PTC ~~year~~or the ITC. ~~Gearing~~ ~~segment~~The ~~revenue~~PTC ~~decreased~~and ~~22%~~ITC ~~relative~~drive todemand ~~2023 primarily~~for ~~due~~new wind projects by providing financial incentives to ~~reduced shipments~~developers. We expect the changes to ~~O&G~~ the PTC and ~~steel~~the ~~customers,~~ITC ~~partially~~could ~~offset~~lead byto ~~increased~~a ~~shipments~~decrease toin ~~aftermarket~~the number of new wind ~~customers.~~projects, ~~Industrial~~which ~~Solutions~~would ~~segment~~cause ~~revenue~~a ~~increased~~corresponding 4%decrease ~~from~~in ~~the~~demand ~~prior~~for ~~year primarily~~our ~~due~~wind toproducts. ~~increased~~Lower ~~shipments~~demand ~~to new~~for ~~and~~our ~~aftermarket~~wind ~~gas~~products, ~~turbine~~coupled ~~customers~~with the expedited phase out of the AMP credits, ~~partially~~would ~~offset~~adversely ~~by decreased~~impact ~~shipments~~the toprofitability ~~international~~of ~~customers~~our Heavy Fabrications segment.

We ~~reported~~booked ~~net income of~~ $1131,~~152~~438 ~~or $0.05~~in ~~per~~new ~~share~~net orders in ~~2024~~2025, ~~compared~~up to22% ~~net~~from ~~income of~~ $7107,~~649~~813 orin $02024.36 Wind tower orders within the Heavy Fabrications segment increased significantly as ~~per~~we ~~share~~began to recognize meaningful wind tower orders again after an extended period of production against a long-term customer agreement announced in the first quarter of 2023. ~~primarily~~Industrial Solutions segment orders increased 79% versus the prior year due primarily to ~~lower~~an ~~sales~~increase in orders associated with new and ~~the~~aftermarket ~~corresponding~~gas turbine ~~decrease~~projects as well as an increase in ~~the~~orders from other ~~“AMP~~markets ~~credits”~~served. ~~recognized~~Gearing insegment orders increased 52% versus the ~~current~~prior year, most notably within the power generation market which reflects significant orders from a leading OEM of natural gas turbines, as well as increased orders from O&G customers. These increases were partially offset by lower wind repowering and industrial fabrication product line orders associated with the wind down of operations in Manitowoc. In addition, we experienced a decrease in orders for our PRS units.

InWe ~~January~~recognized ~~2023~~revenue of $158,052 in we2025, up ~~announced~~10% ~~that~~from werevenue of $143,136 ~~had~~in ~~entered~~2024. Heavy ~~into~~Fabrications segment revenues increased 22% primarily due to a ~~supply~~36% ~~agreement~~increase ~~for~~in wind revenue as we completed the limited tower ~~purchases~~production ~~valued~~run at ~~approximately~~our ~~$175~~Manitowoc ~~million~~facility ~~with~~we abegan ~~leading~~earlier ~~global~~in the year and recognized increased wind ~~turbine~~repowering ~~manufacturer~~revenue. ~~Under~~ ~~the~~This ~~terms~~was ofpartially ~~the~~offset ~~supply~~by ~~agreement,~~a ~~order~~decrease ~~fulfillment~~in ~~was to~~PRS ~~occur~~and ~~beginning~~industrial fabrication product line revenues in ~~2023~~the ~~through~~current year~~-end 2024~~. InIndustrial ~~early~~Solutions ~~November~~segment ~~2023,~~revenue increased 16% from the ~~parties~~prior year ~~jointly~~primarily ~~agreed~~due to ~~shift~~ ~~approximately~~increased ~~half~~shipments ofto new ~~the~~gas ~~contracted~~turbine ~~tower~~customers. Gearing ~~section~~segment ~~orders~~revenue ~~initially~~decreased ~~planned~~23% ~~for~~relative to 2024 reflective ~~into~~of reduced ~~2025,~~shipments ~~while~~within ~~maintaining~~most ~~the~~markets ~~total~~served, ~~number~~partially ofoffset ~~tower~~by ~~sections~~increased ~~stipulated~~power ~~under~~generation ~~the supply agreement~~shipments.

~~During~~We ~~2024~~reported ~~and~~net ~~2023, we~~income ~~recognized~~of ~~gross AMP credits totaling~~ $95,~~588 and $14,493, respectively,~~242 ~~within~~or ~~the Heavy Fabrications segment~~$0. ~~These AMP~~23 ~~credits were~~per ~~introduced~~share asin ~~part of the IRA~~2025, ~~which~~compared ~~was~~to ~~enacted~~net ~~on August 16, 2022.~~income ~~The IRA includes advanced manufacturing tax credits for manufacturers~~ of ~~eligible components~~$1,152 or ~~including wind and solar components~~$0. ~~Manufacturers of wind components qualify for the AMP~~05 ~~credits based on the total rated capacity, expressed on a~~ per ~~watt~~share ~~basis,~~in of2024. ~~the~~This ~~completed~~increase ~~wind turbine for which such component~~ is ~~designed.~~primarily ~~The~~due ~~credit applies~~ to ~~each component produced and sold in~~ the ~~U.S. beginning in 2023 through 2032. Wind towers within the Company’s Heavy Fabrications segment are eligible for credits of~~ $~~0.03 per watt for each wind tower produced. In calculating the eligible credit~~8, we200 ~~relied~~gain on the ~~megawatt~~sale ~~rating~~of ~~provided by~~ the ~~customer.~~Manitowoc ~~Manufacturers~~industrial ~~who~~fabrication ~~qualify~~operations ~~for~~in the ~~AMP~~current ~~credits can apply to the Internal Revenue Service for cash refunds of the AMP credits or sell the AMP credits to third parties for cash~~year, orpartially ~~apply~~offset ~~the~~by ~~AMP credits against taxable income. We~~manufacturing ~~recognized~~inefficiencies ~~the~~experienced ~~AMP credits~~within ~~as a reduction to cost of sales in our consolidated statements of operations for~~ the ~~years~~Heavy ~~ended~~Fabrications ~~December 31,~~segment ~~2024~~ and ~~2023.~~lower ~~The~~sales ~~assets~~volumes ~~related~~within to the ~~AMP credits~~Gearing ~~are recognized as current assets in the “AMP credit receivable” line item in our consolidated balance sheets as of December 31, 2024 and 2023~~segment.

OnDuring ~~December~~2025 and 212024, ~~2023,~~ we recognized ~~entered~~gross ~~into~~AMP credits antotaling ~~agreement~~$13,059 and to$9,588, ~~sell~~respectively, within ~~2023~~the ~~and~~Heavy ~~2024~~Fabrications ~~AMP~~segment. These AMP credits were tointroduced aas ~~third~~part of the ~~party.~~IRA, Atwhich ~~that~~was ~~time~~enacted on August 16, we2022. ~~sold~~The aIRA includes ~~portion~~advanced manufacturing tax credits for manufacturers of ~~the~~eligible ~~gross~~components, ~~2023~~including ~~credits~~wind inand ~~the~~solar ~~amount~~components. Manufacturers of ~~$6,952 and~~wind ~~recognized~~components aqualify ~~6.5%~~for ~~discount~~the AMP credits based on the ~~sale~~total inrated ~~the~~capacity, ~~amount~~expressed on a per watt basis, of ~~$452~~the ~~which~~completed ~~was~~wind ~~recognized~~turbine infor ~~cost~~which ofsuch ~~sales~~component is designed. InThe ~~addition,~~credit weapplies to ~~wrote~~each ~~down~~component produced and sold in the ~~remaining~~U.S. ~~receivable~~beginning ofin $72023 through 2032. The OBBBA enacted on July 4,~~541~~ to2025, eliminates the ~~net~~credit ~~realizable~~for ~~value~~components produced and ~~recorded~~sold after 2027. Wind towers within the ~~expected~~Company’s Heavy ~~loss~~Fabrications onsegment ~~sale~~are eligible offor credits of $~~490~~0.03 inper ~~cost~~watt offor ~~sales.~~each ~~The~~wind tower ~~remaining~~produced. In ~~2023~~calculating ~~AMP~~the eligible credit, ~~receivable was collected~~we ~~during~~relied on the ~~first~~megawatt ~~quarter~~rating ofprovided ~~2024~~by the customer. ~~We also~~Manufacturers ~~incurred~~who ~~other~~qualify ~~miscellaneous~~for ~~administrative~~the ~~costs~~AMP ~~related~~credits can apply to ~~selling~~the Internal Revenue Service for cash refunds of the AMP credits inor sell the ~~amount~~AMP credits to ofthird ~~$254~~parties for cash, ~~$197~~or ofapply ~~which~~the ~~has~~AMP credits against taxable income. We ~~been~~recognized the AMP ~~recorded~~credits as a reduction to cost of sales, ~~with~~in our consolidated statements of operations for the ~~remaining~~years ended December ~~capitalized~~31, 2025 and ~~included in~~2024. The assets related to the ~~“Prepaid~~AMP credits ~~expenses~~are ~~and~~recognized ~~other~~as current assets in the “AMP credit receivable” line item ofin our consolidated ~~financial~~balance ~~statements~~sheets atas of December 31, ~~2023~~2025 and 2024.

The OBBBA also introduced new restrictions on foreign supply chains and foreign owners or investors in tax-credit-supported facilities, referred to as PFE restrictions. Taxpayers cannot claim AMP credits in taxable years beginning after enactment of the OBBBA if they are prohibited foreign entities (which are generally entities that are formed in or controlled by covered nations, including China, Russia, Iran, and North Korea, as well as entities determined to be under effective control as a result of contracts entered into with such entities). AMP credits are also disallowed in taxable years beginning after enactment of the OBBBA for eligible components that receive material assistance from a PFE. These restrictions generally took effect on January 1, 2026, and the Treasury Department is required to issue final regulations implementing them by December 31, 2026. On February 12, 2026, the Treasury Department released interim guidance that further clarified methods for calculating material assistance and included a request for comments by March 30. We cannot predict with certainty what the final guidance, or any other future guidance, will provide, or how it will impact the potential impact for our AMP credits claimed in 2026 and future years.

During 2025, we recognized gross AMP credits totaling $13,059 and recognized a 6.5% discount on the credits totaling $849, which was recognized in cost of sales. We also incurred other miscellaneous administrative costs related to the credits in the amount of $98, which have been recorded as cost of sales. Additionally, costs totaling $7 are included in the “Prepaid expenses and other current assets” line item of our consolidated financial statements at December 31, 2025.

During 2024, we recognized gross AMP credits totaling $9,588 and recognized a 6.5% discount on the credits totaling $623, which was recognized in cost of sales. We also incurred other miscellaneous administrative costs related to the credits in the amount of $146, which have been recorded as cost of sales.

We use our credit facility to fund working capital requirements and believe that our credit facility, together with the operating cash generated by our businesses, and any potential proceeds from access to the public or private debt or equity markets, are sufficient to meet all cash obligations over the next twelve months. On December 31, ~~2024~~2025, we had ~~no amounts~~ $3,901 outstanding under our senior secured revolving credit facility, $74,~~578~~ 982 outstanding under our senior secured term loan, $~~7,721~~456 of cash on hand, with the ability to borrow an additional $24,~~901~~456. For a further discussion of our capital resources and liquidity, including a description of recent amendments and waivers under our credit facility, please see the discussion under “Liquidity, Financial Position and Capital Resources” in this Annual Report on Form 10-K.

KEY METRICS USED BY MANAGEMENT TO MEASURE PERFORMANCE

In addition to measures of financial performance presented in our consolidated financial statements in accordance with generally accepted accounting principles (“GAAP”), we use certain other financial measures to analyze our performance. These non-GAAP financial measures primarily consist of adjusted EBITDA (earnings before interest, income taxes, depreciation, amortization, share-based compensation and other stock payments, restructuring costs, impairment charges, proxy contest-related expenses, ~~and~~ other non-cash gains and losses, and the gain from the sale of the Manitowoc industrial fabrication operations) and free cash flow which help us evaluate growth trends, establish budgets, assess operational efficiencies, oversee our overall liquidity, and evaluate our overall financial performance.

Key Financial Measures

	Year Ended
	December 31,
	2024			2023
	2025			2024
Net revenues	$	~~143~~158,~~136~~052		$	~~203~~143,~~477~~136
Net income	$	15,~~152~~242		$	71,~~649~~152
Adjusted EBITDA (1)	$	138,~~325~~699		$	2113,~~474~~325
Capital expenditures	$	3,~~618~~630		$	63,~~405~~618
Free cash flow (2)	$	~~9,987~~(917	)	$	(39,~~843~~987	)
Operating working capital (3)	$	1937,~~287~~795		$	19,~~408~~287
Total debt	$	910,~~196~~130		$	129,~~153~~196
Total orders	$	~~107~~131,~~813~~438		$	~~101~~107,~~060~~813
Backlog at end of period (4)	$	~~125~~95,~~455~~838		$	~~183~~125,~~088~~455
Book-to-bill (5)		0.8			0.58

(1)

We provide non-GAAP adjusted EBITDA as supplemental information regarding our business performance. Our management uses adjusted EBITDA when they internally evaluate the performance of our business, review financial trends and make operating and strategic decisions. We believe that this non-GAAP financial measure is useful to investors because it provides a better understanding of our past financial performance and future results, and it allows investors to evaluate our performance using the same methodology and information as used by our management. Our definition of adjusted EBITDA may be different from similar non-GAAP financial measures used by other companies and/or analysts.

(2)

We define free cash flow as adjusted EBITDA plus or minus changes in operating working capital less capital expenditures net of any proceeds from disposals of property and equipment. We believe free cash flow is a useful measure for investors because it portrays our ability to generate cash from our business for purposes such as repaying maturing debt and funding business acquisitions.

(3)	We define operating working capital as accounts receivable and inventory net of accounts payable and customer deposits.

(4) Our backlog at December 31, ~~2024~~2025 and ~~2023~~2024 is net of revenue recognized over time. Backlog as of December 31, 2024 ~~and December 31, 2023~~ has been adjusted to reflect updated assumptions related to raw material pricing (which is a customer passthrough) and other variables.

(5)	We define book-to-bill as the ratio of new orders we received, net of cancellations, to revenue during a period.

The following table reconciles our non-GAAP key financial measures to the most directly comparable GAAP measure:

	Year Ended
	December 31,
	2024			2023
	2025			2024
Net income from continuing operations	$	15,~~152~~242		$	71,~~649~~152
Interest expense		3,~~078~~386			3,~~201~~078
Income tax provision		74			241
Income tax expense		87			74
Depreciation and amortization		6,~~684~~310			6,~~383~~684
Share-based compensation and other stock payments		21,~~347~~874			2,~~220~~347
Proxy contest-related expenses		(10	)		1,780
Gain on sale of Manitowoc industrial fabrication operations		(8,200	)		—
Adjusted EBITDA		13,325			21,474
Proxy contest-related expenses		—			(10	)
Changes in operating working capital		121			(18,933	)
Adjusted EBITDA		8,699			13,325
Capital expenditures		(3,618	)		(6,405	)
Changes in operating working capital		(18,508	)		121
Proceeds from disposal of property and equipment		159			21
Capital expenditures		(3,630	)		(3,618	)
Free Cash Flow	$	9,987		$	(3,843	)
Net proceeds from sale of Manitowoc industrial fabrication operations		12,522			—
Proceeds from disposal of property and equipment		—			159
Free Cash Flow	$	(917	)	$	9,987

RESULTS OF OPERATIONS

Year Ended December 31, ~~2024~~2025 Compared to Year Ended December 31, ~~2023~~2024

The summary of selected financial data table below should be referenced in connection with a review of the following discussion of our results of operations for the year ended December 31, ~~2024~~2025 compared to the year ended December 31, ~~2023~~2024.

	Year Ended December 31,												~~2024~~2025 vs. ~~2023~~2024
				% of Total						% of Total
	2024			Revenue			2023			Revenue			$ Change			% Change
	2025			Revenue			2024			Revenue			$ Change			% Change
Revenues	$	~~143~~158,~~136~~052			100.0	%	$	~~203~~143,~~477~~136			100.0	%	$	~~(60~~14,~~341~~916	)		~~(29~~10.74	)%
Cost of sales		~~121~~141,~~947~~919			8589.28	%		~~170~~121,~~969~~947			8485.02	%		~~(49~~19,~~022~~972	)		~~(28~~16.74	)%
Gross profit		2116,~~189~~133			1410.82	%		3221,~~508~~189			1614.08	%		(115,~~319~~056	)		(3423.89	)%
Operating expenses
Operating expenses (income)
Selling, general and administrative expenses		1615,~~303~~021			119.45	%		2016,~~705~~303			1011.24	%		(41,~~402~~282	)		(217.39	)%
Intangible amortization		661			0.5	%		664			0.3	%		(3	)		(0.5	)%
Gain on sale of Manitowoc industrial fabrication operations		(8,200	)		(5.2	)%		—			—	%		(8,200	)		(100.0	)%
Total operating expenses		16,964			11.9	%		21,369			10.5	%		(4,405	)		(20.6	)%
Intangible amortization		661			0.4	%		661			0.5	%		—			—	%
Operating income		4,225			3.0	%		11,139			5.5	%		(6,914	)		(62.1	)%
Total operating expense, net		7,482			4.7	%		16,964			11.9	%		(9,482	)		(55.9	)%
Other expense, net
Operating income		8,651			5.5	%		4,225			3.0	%		4,426			104.8	%
Interest expense, net		(3,078	)		(2.2	)%		(3,201	)		(1.6	)%		123			3.8	%
Other (expense) income, net
Other, net		79			0.1	%		(48	)		(0.0	)%		127			264.6	%
Interest expense, net		(3,386	)		(2.1	)%		(3,078	)		(2.2	)%		(308	)		(10.0	)%
Total other expense, net		(2,999	)		(2.1	)%		(3,249	)		(1.6	)%		250			7.7	%
Other, net		64			0.0	%		79			0.1	%		(15	)		(19.0	)%
Net income before provision for income taxes		1,226			0.9	%		7,890			3.9	%		(6,664	)		(84.5	)%
Total other expense, net		(3,322	)		(2.1	)%		(2,999	)		(2.1	)%		(323	)		(10.8	)%
Provision for income taxes		74			0.1	%		241			0.1	%		(167	)		(69.3	)%
Net income before provision for income taxes		5,329			3.4	%		1,226			0.9	%		4,103			334.7	%
Net income	$	1,152			0.8	%	$	7,649			3.8	%	$	(6,497	)		(84.9	)%
Provision for income taxes		87			0.1	%		74			0.1	%		13			17.6	%
Net income	$	5,242			3.3	%	$	1,152			0.8	%	$	4,090			355.0	%

Consolidated

Revenues ~~decreased~~increased by $6014,~~341~~916, or 3010%, during the year ended December 31, ~~2024~~2025. ~~primarily~~Heavy ~~due~~Fabrications tosegment ~~decreased~~ revenues ~~within~~increased ~~our~~22% ~~Heavy~~primarily ~~Fabrications~~due ~~and~~to a ~~Gearing~~36% ~~segments.~~increase ~~Within~~in ~~our Heavy Fabrications segment,~~ wind revenue ~~decreased~~as ~~41%~~we ~~from~~completed the ~~prior~~limited ~~year~~tower asproduction arun ~~global~~at ~~wind~~our ~~turbine~~Manitowoc ~~manufacturer shifted~~facility ~~approximately~~we ~~half~~began ofearlier ~~its contracted~~in ~~tower~~the ~~section~~year ~~orders~~and ~~initially~~recognized ~~planned~~increased ~~for~~wind ~~2024~~repowering ~~into 2025~~revenue. ~~Additionally,~~ ~~industrial~~This ~~fabrication~~was ~~product~~partially ~~line~~offset ~~revenues~~by ~~decreased~~a ~~29%~~decrease ~~from~~in ~~the~~PRS ~~prior~~and ~~year~~industrial ~~primarily~~fabrication ~~due~~product toline ~~reduced~~revenues ~~shipments of our PRS units~~ in the current year. ~~Gearing~~ Industrial Solutions segment revenue ~~decreased~~increased 2216% ~~relative to~~from ~~2023~~the prior year primarily due to ~~reduced shipments to O&G and steel customers, partially offset by~~ increased shipments to new ~~aftermarket~~gas ~~wind~~ turbine customers. ~~Industrial~~Gearing ~~Solutions~~ segment revenue ~~increased 4~~decreased 23% ~~from~~relative ~~the~~to ~~prior~~2024 reflective ~~year~~of ~~primarily~~reduced ~~due to increased~~ shipments to ~~new~~within ~~and~~most ~~aftermarket~~markets ~~gas turbine customers~~served, partially offset by ~~decreased~~increased ~~shipments~~power ~~to international~~generation ~~customers~~shipments.

~~Gross~~Despite the increase in revenue described above, gross profit decreased by $115,~~319~~ 056 during the year ended December 31, ~~2024~~2025 as compared to the prior year primarily due to lower sales volumes within the ~~Heavy Fabrications and~~ Gearing ~~segments and~~segment ~~the~~and ~~corresponding reduction in AMP credits~~manufacturing ~~recognized~~inefficiencies inexperienced within the Heavy Fabrications segment~~, partially offset by reduced overhead costs~~. As a result, our gross margin decreased from 1614.08% for the year ended December 31, ~~2023~~2024, to 1410.82% for the year ended December 31, ~~2024~~2025.

Operating expenses as a percentage of sales increased to 11.9% in 2024 from 10.5% in 2023 primarily due to lower sales, partially offset by reduced proxy-contest related expenses, and decreased incentive compensation.

Net income ~~decreased~~increased from $71,~~649~~152 for the year ended December 31, ~~2023~~2024 to $15,~~152~~242 for the year ended December 31, ~~2024~~2025.The ~~decrease~~increase in net income was primarily due to the $8,200 gain on the sale of the Manitowoc industrial fabrication operations partially offset by the factors described above.

Heavy Fabrications Segment

The following table summarizes the Heavy Fabrications segment operating results for the twelve months ended December 31, ~~2024~~2025 and ~~2023~~2024:

	Year Ended
	December 31,
	2024			2023
	2025			2024
Orders	$	5342,~~934~~168		$	5053,~~594~~934
Revenues		82101,~~657~~161			~~133~~82,~~368~~657
Operating income		714,~~128~~619			157,~~006~~128
Operating margin		814.65	%		118.36	%

Heavy Fabrications orders ~~increased~~decreased 722% over the prior year primarily due anto ~~increase~~a decrease in ~~orders~~ ~~associated~~industrial ~~with~~fabrication product line and wind repowering ~~projects~~orders as we wound down operations in Manitowoc, in addition to lower PRS orders. ~~This~~These decreases ~~was~~were partially offset by a significant ~~decrease~~increase in ~~industrial~~wind ~~fabrication~~tower ~~product~~orders ~~line~~as we began to recognize meaningful wind tower orders ~~due~~again toafter ~~reduced~~an ~~demand for~~extended ~~our~~period ~~PRS units~~of production against a long-term customer agreement announced in the first quarter of 2023. Segment revenues ~~decreased~~increased ~~by 38~~22% from the prior year primarily due to a 4136% ~~decrease~~increase in wind revenue as awe ~~global~~completed ~~wind~~the ~~turbine~~limited ~~manufacturer shifted~~tower ~~approximately~~production ~~half~~run ofat ~~its contracted~~our ~~tower~~Manitowoc ~~section~~facility ~~orders~~we ~~initially~~began ~~planned~~earlier ~~for~~in ~~2024~~the ~~into~~year ~~2025. Additionally,~~and ~~industrial~~recognized ~~fabrication~~increased ~~product~~wind ~~line~~repowering ~~revenues~~revenue. This ~~decreased~~was ~~from~~partially ~~the~~offset ~~prior~~by ~~year~~a ~~primarily~~decrease ~~due~~in toPRS ~~reduced shipments of our~~and ~~PRS~~industrial ~~units~~fabrication product line revenues in the current year.

Heavy Fabrications segment operating ~~results decreased~~income increased by $7,~~878~~491 as compared to the prior year. The ~~decrease~~increase in operating performance was primarily a result of the $8,200 ~~lower~~gain on the sale of the Manitowoc industrial fabrication operations, ~~tower~~higher ~~sales~~segment revenue and the corresponding ~~reduction~~ increase in AMP credits recognized. These factors were partially offset by manufacturing inefficiencies associated with the production of a new, larger size wind tower model as well as ~~lower~~inefficiencies ~~industrial~~associated ~~fabrication~~with ~~revenues. These~~the ~~factors~~wind ~~were~~down ~~partially~~of ~~offset~~the byManitowoc ~~reduced overhead costs~~operations. Operating profit margin was 814.65% during the year ended December 31, ~~2024~~2025 compared to 118.36% during the year ended December 31, ~~2023~~2024.

Gearing Segment

The following table summarizes the Gearing segment operating results for the twelve months ended December 31, ~~2024~~2025 and ~~2023~~2024:

	Year Ended
	December 31,
	2024			2023
	2025			2024
Orders	$	2640,~~562~~324		$	2426,~~814~~562
Revenues		3527,~~588~~368			4535,~~408~~588
Operating (loss) income		(138	)		1,846
Operating loss		(3,188	)		(138	)
Operating margin		(011.46	)%		4(0.14	)%

Gearing segment orders for the year ended December 31, ~~2024~~2025 increased 752% compared to the year ended December 31, ~~2023~~2024 ~~primarily~~most ~~due~~notably toin ~~improved~~power ~~demand~~generation ~~from~~which reflects ~~industrial~~significant ~~and~~orders ~~aftermarket~~from ~~wind~~a leading OEM ~~customers,~~of ~~partially~~natural ~~offset~~gas byturbines and ~~reduced~~increased ~~demand~~orders from O&G customers. Revenues decreased 2223% during the year ended December 31, ~~2024~~2025 ~~from the prior year~~ primarily due to reduced shipments towithin ~~O&G~~most ~~and~~markets ~~steel customers~~served, partially offset by increased ~~shipments~~power togeneration ~~aftermarket wind customers~~shipments.

The Gearing segment's operating ~~income~~ results decreased by $13,~~984~~050 during the year ended December 31, ~~2024~~2025 ~~from~~primarily ~~the~~due ~~year~~to ~~ended~~lower ~~December~~sales ~~31,~~and ~~2023~~production ~~primarily~~inefficiencies ~~due~~associated towith the lower ~~sales,~~volumes. This was partially offset by a ~~more~~favorable $482 ~~profitable~~property ~~product~~tax ~~mix~~adjustment ~~sold~~during ~~and~~the ~~cost~~current ~~savings~~year. Operating margin was (011.46%) for the year ended December 31, ~~2024~~2025 compared to 4(0.14%) during the year ended December 31, ~~2023~~2024.

Industrial Solutions Segment

The following table summarizes the Industrial Solutions segment operating results for the twelve months ended December 31, ~~2024~~2025 and ~~2023~~2024.

	Year Ended
	December 31,
	2024			2023
	2025			2024
Orders	$	2748,~~317~~946		$	2527,~~652~~317
Revenues		2630,~~056~~252			2526,~~159~~056
Operating income		32,~~265~~569			3,~~160~~265
Operating margin		128.5	%		12.65	%

Industrial Solutions segment orders increased by 679% for the year ended December 31, ~~2024~~2025 ~~from~~ versus the prior year primarily due to an increase in orders associated with new and aftermarket gas turbine projects, ~~partially~~as ~~offset~~well byas ~~reduced~~an ~~demand~~increase ~~for~~in ~~aftermarket~~other ~~projects~~markets served. Segment revenue increased 416% from the prior year primarily due to increased shipments to new ~~and aftermarket~~ gas turbine customers, partially offset by reduced shipments to ~~international~~ aftermarket customers. The ~~improvement~~decrease in operating income during the year ended December 31, ~~2024~~2025 was a result of ~~higher sales and~~ a ~~more~~less profitable mix of product sold and increased fixed costs to support higher production levels. The operating margin decreased from 12.65% during the year ended December 31, ~~2023~~2024, to 128.5% during the year ended December 31, ~~2024~~2025.

Corporate and Other

Corporate and Other expenses decreased by $~~2,854~~681 during the year ended December 31, ~~2024~~2025 primarily due to ~~reduced professional fees associated with the contested proxy election and~~ lower ~~incentive~~ employee compensation.

SUMMARY OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The methods, estimates and judgments that we use in applying our critical accounting policies have a significant impact on the results that we report in our financial statements. Some of our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates regarding matters that are inherently uncertain.

We have identified the accounting policies listed below to be critical to obtain an understanding of our consolidated financial statements. This section should also be read in conjunction with Note 1, “Description of Business and Summary of Significant Accounting Policies” in the notes to our consolidated financial statements for further discussion of these and other significant accounting policies.

Revenue Recognition

We recognize revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Control is typically transferred upon shipment or delivery depending on the terms of the contract or under the terms of the bill and hold arrangements discussed below. A performance obligation is a promise in a contract to transfer a distinct product or service to the customer. Customer deposits and other receipts are deferred and recognized when the revenue is realized and earned. Cash payments to customers, like those made for liquidated damages, are presumed to be classified as reductions of revenue in our statement of operations.

In many instances within our Heavy Fabrications segment, wind towers as well as certain sales within our Gearing segment, are sold under terms included in bill and hold sales arrangements that result in different timing for revenue recognition versus shipment, due to our customers’ preference to ship products in batches to support efficient construction of wind farms. We recognize revenue under these arrangements when there is a substantive reason for the arrangement (i.e., the buyer requests the arrangement), the ordered goods are segregated from inventory and not available to fill other orders, the goods are currently ready for physical transfer to the customer, and we do not have the ability to use the product or to direct it to another customer. Assuming these required revenue recognition criteria are met, revenue is recognized upon completion of product manufacture and customer acceptance.

During ~~2024~~2025 and ~~2023~~2024, we also recognized revenue over time, versus point in time, when products in the Heavy Fabrications segments had no alternative use to us and we had an enforceable right to payment, including profit, upon termination of the contract by the customer. Since the projects are labor intensive, we use labor hours as the input measure of progress for the contract. Contract assets are recorded when performance obligations are satisfied but we are not yet entitled to payment. We recognize contract assets associated with this revenue which represents our rights to consideration for work completed but not billed at the end of the period.

Warranty Liability

We provide warranty terms that generally range from one to five years for various products relating to workmanship and materials supplied by us. In certain contracts, we have recourse provisions for items that would enable us to seek recovery from third parties for amounts paid to customers under warranty provisions. We estimate the warranty accrual based on various factors, including historical warranty costs, current trends, product mix and sales.

Inventories

Inventories consist of raw materials, work-in-process and finished goods. Raw materials consist of components and parts for general production use. Work-in-process consists of labor and overhead, processing costs, purchased subcomponents, and materials purchased for specific customer orders. Finished goods consist of components purchased from third parties as well as components manufactured by us.

Inventories are stated at the lower of cost or net realizable value. Where necessary, we have recorded a reserve for the excess of cost over net realizable value in our inventory allowance. Net realizable value of inventory, and management’s judgment concerning the need for reserves, encompasses consideration of many business factors including physical condition, inventory holding period, contract terms and usefulness. Inventories are valued based either on actual cost or using a first-in, first out method.

Long-Lived Assets

We review property and equipment and other long-lived assets (“long-lived assets”) for impairment whenever events or circumstances indicate that their carrying amounts may not be recoverable. Due to triggering events identified within our segments at various times in the past, we continue to evaluate the recoverability of certain of the long-lived assets. ~~During~~On ~~the~~September ~~year ended December 31~~30, ~~2024~~2025, we ~~did~~identified ~~not~~a ~~identify~~triggering event ~~any~~associated ~~triggering~~with ~~events~~operating losses within ~~our~~the Gearing segment. We ~~segments~~relied upon an undiscounted cash flow analysis and concluded that no impairment ~~expense~~to this ~~was~~asset group was indicated as of September 30, 2025. No impairment charges were recorded for the year ended December 31, 2025.

Income Taxes

We account for income taxes based upon an asset and liability approach. Deferred tax assets and liabilities represent the future tax consequences of the differences between the financial statement carrying amounts of assets and liabilities versus the tax basis of assets and liabilities. Under this method, deferred tax assets are recognized for deductible temporary differences, and operating loss and tax credit carryforwards. Deferred tax liabilities are recognized for taxable temporary differences. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The impact of tax rate changes on deferred tax assets and liabilities is recognized in the year that the change is enacted.

In connection with the preparation of our consolidated financial statements, we are required to estimate our income tax liability for each of the tax jurisdictions in which we operate. This process involves estimating our actual current income tax expense and assessing temporary differences resulting from differing treatment of certain income or expense items for income tax reporting and financial reporting purposes. We also recognize the expected future income tax benefits of NOL carryforwards as deferred income tax assets. In evaluating the realizability of deferred income tax assets associated with NOL carryforwards, we consider, among other things, expected future taxable income, the expected timing of the reversals of existing temporary reporting differences, and the expected impact of tax planning strategies that may be implemented to prevent the potential loss of future income tax benefits. Changes in, among other things, income tax legislation, statutory income tax rates or future taxable income levels could materially impact our valuation of income tax assets and liabilities and could cause our income tax provision to vary significantly among financial reporting periods.

We also account for the uncertainty in income taxes related to the recognition and measurement of a tax position taken or expected to be taken in an income tax return. We follow the applicable pronouncement guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition related to the uncertainty in these income tax positions.

LIQUIDITY, FINANCIAL POSITION AND CAPITAL RESOURCES

On August 4, 2022, we entered into a credit agreement (as amended, the “2022 Credit Agreement”) with Wells Fargo Bank, National Association, as lender (“Wells Fargo”), providing the Company and its subsidiaries with a $35,000 senior secured revolving credit facility (which may be further increased by up to an additional $10,000 upon the request of the Company and at the sole discretion of Wells Fargo) and a $7,578 senior secured term loan (collectively, as amended, the “2022 Credit Facility”). The proceeds of the 2022 Credit Facility are available for general corporate purposes, including strategic growth opportunities. As of December 31, ~~2024~~2025, cash totaled $7456,~~721. Debt~~ debt and finance lease obligations ~~at December 31, 2024~~ totaled $1514,~~239~~723, and we had the ability to borrow up to $24,~~901~~456 under the 2022 Credit Facility.

In addition to the 2022 Credit Facility, we also utilize supply chain financing arrangements as a component of our funding for working capital, which accelerates receivable collections and helps to better manage cash flow. Under these agreements, we have agreed to sell certain of our accounts receivable balances to banking institutions who have agreed to advance amounts equal to the net accounts receivable balances due, less a discount as set forth in the respective agreements. The balances under these agreements are accounted for as sales of accounts receivable, as they are sold without recourse. Cash proceeds from these agreements are reflected as operating activities included in the change in accounts receivable in the consolidated statements of cash flows. Fees incurred in connection with the agreements are recorded as interest expense.

On September 22, 2023, we filed a shelf registration statement on Form S-3, which was declared effective by the Securities and Exchange Commission (the “SEC”) on October 12, 2023 (the “Form S-3”) and which will expire on October 12, 2026, replacing a prior shelf registration statement which expired on October 12, 2023. This shelf registration statement, which includes a base prospectus, allows us to offer any combination of securities described in the prospectus in one or more offerings. Unless otherwise specified in the prospectus supplement accompanying the base prospectus, we would use the net proceeds from the sale of any securities offered pursuant to the shelf registration statement for general corporate purposes.

On September 12, 2022, we entered into a Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC and HC Wainwright & Co., LLC (collectively, the “Agents”). Pursuant to the terms of the Sales Agreement, we may sell from time to time through the Agents shares of our common stock, par value $0.001 per share with an aggregate sales price of up to $12,000. We will pay a commission to the Agents of 2.75% of the gross proceeds of the sale of the shares sold under the Sales Agreement and reimburse the Agents for the expenses incident to the performance of their obligations under the Sales Agreement. During the year ended December 31, 2022, we issued 100,379 shares of our common stock under the Sales Agreement and the net proceeds (before upfront costs) to us from the sale of our common stock were approximately $323 after deducting commissions paid of approximately $9 and before deducting other expenses of $93. No shares of our common stock were issued under the Sales Agreement during the years ended December 31, ~~2024~~2025 and ~~2023~~2024. As of December 31, ~~2024~~2025, shares of our common stock having a value of approximately $11,667 remained available for issuance under the Sales Agreement. Any additional shares offered and sold under the Sales Agreement are to be issued pursuant to the Form S-3 and a 424(b) prospectus supplement.

We anticipate that we will be able to satisfy the cash requirements associated with, among other things, working capital needs, capital expenditures and lease commitments through at least the next twelve months primarily through cash generated from operations, available cash balances, our Credit Facility, sales of shares under the Sales Agreement, additional equipment financing, and access to the public or private debt and/or equity markets, including the option to raise additional capital from the sale of our securities under the Form S-3, and proceeds from sales of AMP credits.

Other

We have outstanding notes payable for capital expenditures in the amount of $1,~~618~~247 and $1,~~361~~618 as of December 31, ~~2024~~2025 and ~~2023~~2024, respectively, with $~~371~~396 and $~~163~~371 included in the “Line of credit and current maturities of long-term debt” line item of our consolidated financial statements as of December 31, ~~2024~~2025 and ~~2023~~2024, respectively. The notes payable have monthly payments that range from $1 to $20 and a weighted average interest rate of 7%. The equipment purchased is utilized as collateral for the notes payable. The outstanding notes payable have maturity dates that range from September 2028 to June 2029.

Sources and Uses of Cash

The following table summarizes our cash flows from operating, investing, and financing activities for the years ended December 31, ~~2024~~2025 and ~~2023~~2024:

	Year Ended
	December 31,
	2024			2023
	2025			2024
Total cash provided by (used in) :
Operating activities	$	13(15,~~806~~385	)	$	(613,~~946~~806	)
Investing activities		(38,~~459~~892	)		(63,~~384~~459	)
Financing activities		(~~3,725~~772	)		1(3,~~697~~725	)
Net increase (decrease) in cash	$	6,622		$	(11,633	)
Net (decrease) increase in cash	$	(7,265	)	$	6,622

Operating Cash Flows

During the year ended December 31, ~~2024~~2025, net cash ~~provided~~used by in operating activities was $1315,~~806~~385 compared to net cash ~~used~~ provided by operating activities of $613,~~946~~806 for the year ended December 31, ~~2023~~2024. The ~~increase~~decrease in net cash provided by operating activities was primarily attributable to ana decrease ~~increase~~ in ~~cash related to~~ customer deposits in the current year, versus aan ~~significant~~increase ~~decrease~~ in ~~cash related to customer deposits in~~ the prior year. ~~Additionally,~~There wewas ~~received proceeds from~~an ~~the~~increase ~~sale~~in ofaccounts receivable in the ~~2023~~current ~~AMP~~year ~~credits~~compared ~~during~~to a decrease in the ~~current~~prior year. Partially offsetting this was an increase in ~~inventory~~ accounts payable during the current year as compared to a decrease in the prior year.

Investing Cash Flows

During the year ended December 31, ~~2024~~2025, net cash ~~used~~provided in by investing activities was $38,~~459~~892 compared to net cash used in investing activities of $63,~~384~~459 for the year ended December 31, ~~2023~~2024. The ~~decrease~~increase was primarily due to the anet ~~decrease~~proceeds inreceived ~~net~~from ~~purchases~~the sale of ~~property~~the ~~and~~Manitowoc ~~equipment~~industrial fabrication operations.

Financing Cash Flows

During the year ended December 31, ~~2024~~2025, net cash used in financing activities totaled $~~3,725~~772 compared to net cash ~~provided~~used by in financing activities of $13,~~697~~725 for the year ended December 31, ~~2023~~2024. The decrease was primarily due to ~~decreased~~increased net borrowings under the 2022 Credit Facility in ~~the~~to ~~current~~fund ~~year~~our ~~period~~increased net operating working capital level.

Contractual Obligations

We enter into a variety of contractual obligations as part of our normal operations in addition to capital expenditures. As of December 31, ~~2024~~2025, we have (i) debt obligations related to our Credit Facility and other notes payable as described in Note 1011, “Debt and Credit Agreements” of our consolidated financial statements (ii) cash payments for operating and finance lease obligations that are described in Note 1112, “Leases” of our consolidated financial statements and (iii) purchase obligations made in the normal course of business. We expect to fund these cash requirements primarily through cash generated from operations, available cash balances, our 2022 Credit Facility, sales of shares under the Sales Agreement, additional equipment financing, proceeds from sales of AMP credits, and access to the public or private debt and/or equity markets, including the option to raise additional capital from the sale of our securities under a “shelf” registration statement on Form S-3.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and as such are not required to provide information under this item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial information required by Item 8 is contained in Part IV, Item 15 “EXHIBITS AND FINANCIAL STATEMENT SCHEDULES” of this Annual Report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

(a)

Evaluation of Disclosure Controls and Procedures

We seek to maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. This information is also accumulated and communicated to management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure. 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 the end of the most recent fiscal year reported on herein. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, ~~2024~~2025.

(b)

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

(c)

Report of Management on Internal Control Over Financial Reporting

Our management, including our CEO and CFO, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

Our management, including our CEO and CFO, assessed the effectiveness of our internal control over financial reporting as of December 31, ~~2024~~2025. Management based this assessment on criteria for effective internal control over financial reporting described in “Internal Control—Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management determined that our internal control over financial reporting was effective as of December 31, ~~2024~~2025.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

Rule 10b5-1 Trading Arrangements

None of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the fourth quarter of ~~2024~~2025.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

With the exception of the description of our Code of Ethics and Business Conduct below, the information required by this item is incorporated herein by reference from the discussion under the headings “Directors and Director Compensation,” “Corporate Governance,” and “Executive Officers” in our definitive Proxy Statement to be filed in connection with our ~~2025~~ 2026 Annual Meeting of Stockholders (the “~~2025~~ 2026 Proxy Statement”).

Code of Ethics and Business Conduct

We have adopted a Code of Ethics and Business Conduct (the “Code”) that applies to all of our directors, executive officers and senior financial officers (including our principal executive officer, principal financial officer, principal accounting officer, controller, and any person performing similar functions). The Code is available on our website at www.bwen.com under the caption “Investors” and is available in print, free of charge, to any stockholder who sends a request for a paper copy to Broadwind, Inc., Attn: Investor Relations, 3240 South Central Avenue, Cicero, IL 60804. We intend to include on our website any amendment to, or waiver from, a provision of the Code that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K.

The Company has also adopted the Insider Trading Policy which governs the purchase, sale and/or other disposition of the Company’s securities by its directors, officers and employees that is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations. A copy of this policy is filed as Exhibit 19 to ~~this~~the Company's Annual Report on Form 10-K for the annual period ended December 31, 2024.

ITEM 11. EXECUTIVE COMPENSATION

Information regarding director and executive compensation is incorporated by reference from the discussion under the headings “Directors and Director Compensation,” “Executive Officers” and “Compensation Discussion and Analysis” in the ~~2025~~2026 Proxy Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Certain of the information required by this item is incorporated herein by reference from the discussion under the heading “Security Ownership of Certain Beneficial Holders and Management” in the ~~2025~~2026 Proxy Statement.

The following table provides information as of December 31, ~~2024~~2025, with respect to shares of our common stock that may be issued under our existing equity compensation plans:

EQUITY COMPENSATION PLAN INFORMATION

(a)

(b)

(c)

Number of securities

remaining available for

Number of securities

future issuances under

to be issued upon

Weighted‑average

equity compensation

exercise of

exercise price of

plans (excluding

outstanding options,

securities reflected in

Plan Category

warrants, and rights

column (a))

Equity compensation plans approved by stockholders

~~823~~717,~~808~~266

(1)

2.9628

~~895~~454,~~406~~882

Total

~~823~~717,~~808~~266

2.9628

~~895~~454,~~406~~882

(1)	Includes outstanding restricted stock awards pursuant to the 2015 EIP. This plan has been approved by our stockholders.

The information required by this item is incorporated herein by reference from the discussion under the headings “Certain Transactions and Business Relationships” and “Corporate Governance” in the ~~2025~~2026 Proxy Statement.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item is incorporated herein by reference from the discussion under the heading “Ratification of Appointment of Independent Registered Public Accounting Firm” in the ~~2025~~ 2026 Proxy Statement.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

1. Financial Statements

The financial statements listed on the Index to Financial Statements (page 36) are filed as part of this Annual Report.

2. Financial Statement Schedules

These schedules have been omitted because the required information is included in the consolidated financial statements or notes thereto or because they are not applicable or not required.

3. Exhibits

The exhibits listed on the Index to Exhibits are filed as part of this Annual Report.

ITEM 16. FORM 10-K SUMMARY

None.

INDEX TO FINANCIAL STATEMENTS

		Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 49)		37
Consolidated Balance Sheets as of December 31, 2024 and 2023		39
Consolidated Balance Sheets as of December 31, 2025 and 2024		39
Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023		40
Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024		40
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2024 and 2023		41
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2025 and 2024		41
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023		42
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024		42
Notes to Consolidated Financial Statements		43

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Broadwind, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Broadwind, Inc. and its subsidiaries (the Company) as of December 31, ~~2024~~2025 and ~~2023~~2024, the related consolidated statements of operations, stockholders’ equity and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit ~~Matter~~Matters

The critical audit ~~matter~~matters communicated below isare amatters ~~matter~~ arising from the current period audit of the financial statements that ~~was~~were communicated or required to be communicated to the audit committee and that: (1) ~~relates~~relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit ~~matter~~matters below, providing a separate opinion on the critical audit ~~matter~~matters or on the accounts or disclosures to which itthey ~~relates~~relate.

Advanced Manufacturing Production Tax Credits

As described in Note 78 of the financial statements, in ~~2024~~2025 and ~~2023~~2024, the Company recognized gross Advanced Manufacturing Production tax credits (AMP Credits) totaling $913,~~588~~059,000 and $149,~~493~~588,000, respectively, within the Heavy Fabrications segment. These AMP Credits were introduced as part of the Inflation Reduction Act (IRA), which was enacted on August 16, 2022 and later revised by The One Big Beautiful Bill Act (OBBBA), on July 4, 2025. Eligible manufacturers of wind components qualify for the AMP Credits based on the total rated capacity, expressed on a per watt basis, of the completed wind turbine for which such component is designed. The credit applies to each component produced and sold in the U.S. beginning in 2023 through ~~2032~~2027. Wind towers within the Company’s Heavy Fabrications segment are eligible for credits of $0.03 per watt for each wind tower produced. In calculating the eligible credit, the Company relied on the megawatt rating provided by the customer. Manufacturers who qualify for the AMP Credits can apply to the Internal Revenue Service for cash refunds of the AMP Credits, sell the AMP Credits to third parties for cash, or apply the AMP Credits against taxable income. The Company recognized the AMP Credits as a reduction to cost of sales in the Company’s consolidated statements of operations for the years ended December 31, ~~2024~~2025 and ~~2023~~2024. The assets related to the AMP credits are recognized as current assets in the “AMP credit receivable” line item in the Company's consolidated balance sheets as of December 31, ~~2024~~2025 and ~~2023~~2024.

On December 21, 2023, the Company entered into an agreement to sell ~~2023 and~~ 2024 AMP Credits to a third party. ~~At that time~~During 2024, the Company recognized ~~sold a portion of the~~ gross ~~2023~~ AMP credits intotaling ~~the amount of~~ $69,~~952~~588,000 and recognized a 6.5% discount on the ~~sale~~credits intotaling ~~the amount of~~ $~~452~~623,000, which was recognized in cost of sales. ~~In addition, the Company wrote down the remaining receivable of $7,541,000 to net realizable value and recorded the expected loss on sale of $490,000 in cost of sales.~~ The ~~remaining 2023 AMP credit receivable was collected during the first quarter of 2024. The~~ Company also incurred other miscellaneous administrative costs related to ~~selling~~ the credits in the amount of $~~254~~146,000, ~~$197,000 of~~ which ~~has~~ have been recorded as cost of sales~~, with the remaining capitalized and included in the “Prepaid expenses and other current assets” line item of the Company's consolidated financial statements at December 31, 2023~~.

On January 28, 2025, the Company entered into an agreement, pursuant to which, for each of 2025 and 2026, the Company agreed to sell to a third party up to $15,000,000 and $20,000,000, respectively, of AMP Credits. The purchaser pays for the AMP Credits on a quarterly basis for AMP Credits generated in the immediately preceding calendar quarter. The AMP Credits are sold at a purchase price of $0.935 per $1.00 of AMP Credits. During ~~2024~~ 2025, the Company recognized gross AMP credits totaling $913,~~588~~059,000 and recognized a 6.5% discount on the credits totaling $~~623~~849,000, which was recognized in cost of sales. The Company also incurred other miscellaneous administrative costs related to the credits in the amount of $~~146~~98,000, which have been recorded as cost of sales.

The evaluation of the accounting, and subsequent sale of the AMP Credits involves judgement as there is no direct authoritative guidance under accounting principles generally accepted in the United States of America (US GAAP).

Changes in IRS and Department of the Treasury, or US GAAP guidance could have a significant impact on the accounting and presentation of AMP Credits in future periods.

We identified accounting for the AMP Credits as a critical audit matter because of the high degree of judgement and subjectivity involved in auditing management’s assertions related to the accounting for the AMP Credits, the subsequent sale of the AMP Credits, and the presentation and disclosure of the transactions related to the AMP Credits in the consolidated financial statements.

How the Critical Audit Matter Was Addressed in the Audit

The audit procedures performed related to the evaluation of management’s assertions regarding the accounting for the AMP Credits, the subsequent sale of the AMP Credits, and the presentation and disclosure the AMP Credits, included the following, among others:

●

Evaluated management’s application of IRS and Department of the Treasury regulations in determining the Company’s eligibility for the AMP Credits, and in calculating the AMP Credit’s impact on the consolidated financial statements, by consulting with tax specialists along with reviewing and applying the regulations in recalculating the value of the AMP Credits recognized.

●

We evaluated management’s conclusions regarding the accounting for AMP Credits by reading and evaluating management’s documentation, including relevant accounting policies.

●

Evaluated management’s conclusion that the AMP Credits are not taxable, by consulting with tax specialists.

●

Evaluated the completeness and accuracy of the disclosures in the consolidated financial statements, by consulting with tax specialists.

Long-Lived Asset Impairment

As described in Note 1 of the financial statements, the Company reviews long-lived assets, at the asset group level, for impairment whenever events or circumstances indicate the carrying amount of the asset group may not be recoverable. Asset group recoverability is first assessed by comparing the asset group’s expected undiscounted future cash flows to its corresponding carrying value. If the expected undiscounted future cash flows are less than the carrying value of the asset group, the Company performs an analysis to estimate the fair value of the asset group. An impairment may be recorded when the fair value of the asset group is less than its carrying value. Estimating an asset group’s expected undiscounted future cash flows requires management to make significant qualitative and quantitative estimates and assumptions including estimates of future revenue growth rates and operating margins. As described in Note 9 of the financial statements, On September 30, 2025, the Company identified a triggering event associated with the operating losses within the Gearing segment, which required management to perform a test of recoverability of this asset group. Management determined that the Gearing asset group had undiscounted future cash flows that exceeded its estimated carrying value, consequently no impairment charge was recorded in the consolidated statement of operations for the year ended December 31, 2025, for the Gearing asset group.

We identified management’s test of the Company’s Gearing asset group for impairment as a critical audit matter due to the significant assumptions used by management in determining the expected future undiscounted cash flows of the asset group, including management’s estimates of future revenue growth rates and operating margins. Auditing management’s assumptions involved a high degree of auditor judgement and increased audit effort due to the impact these assumptions could have on the accounting conclusion.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to management’s test of the Company’s Gearing asset group for impairment included the following, among others:

●

We evaluated the reasonableness of management’s forecasted future revenue growth rates and operating margins for the Gearing asset group by comparing management’s projections to historical results, industry expectations, and committed purchase orders from customers.

●

We tested the mathematical accuracy of the Company’s calculation of the undiscounted cash flows.

●

We tested the completeness and accuracy of the historical source data by agreeing it to the underlying support.

●

We compared projections made by management in a prior year to subsequent year results.

/s/ RSM US LLP

We have served as the Company's auditor since 2016.

Chicago, Illinois

March 511, ~~2025~~2026

BROADWIND, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

	As of December 31,
	2024			2023
	2025			2024
ASSETS
CURRENT ASSETS:
Cash	$	~~7,721~~456		$	17,~~099~~721
Accounts receivable, net		1315,~~454~~836			1913,~~231~~454
AMP credit receivable		2,~~533~~564			72,~~051~~533
Contract assets		~~836~~900			~~1,460~~836
Inventories		3942,~~950~~008			3739,~~405~~950
Prepaid expenses and other current assets		2,~~374~~503			32,~~500~~374
Total current assets		6664,~~868~~267			6966,~~746~~868
LONG-TERM ASSETS:
Property and equipment, net		4539,~~572~~464			4745,~~123~~572
Operating lease right-of-use assets		1311,~~841~~892			1513,~~593~~841
Intangible assets, net		~~1,403~~741			21,~~064~~403
Other assets		~~606~~441			~~630~~606
TOTAL ASSETS	$	~~128~~116,~~290~~805		$	~~135~~128,~~156~~290
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Line of credit and current maturities of long-term debt	$	15,~~454~~036		$	51,~~903~~454
Current portion of finance lease obligations		2,~~266~~111			2,~~153~~266
Current portion of operating lease obligations		2,~~115~~306			12,~~851~~115
Accounts payable		1617,~~080~~357			2016,~~728~~080
Accrued liabilities		32,~~605~~182			63,~~477~~605
Customer deposits		182,~~037~~692			1618,~~500~~037
Total current liabilities		4331,~~557~~684			5343,~~612~~557
LONG-TERM LIABILITIES:
Long-term debt, net of current maturities		75,~~742~~094			67,~~250~~742
Long-term finance lease obligations, net of current portion		32,~~777~~482			3,~~372~~777
Long-term operating lease obligations, net of current portion		1311,~~799~~252			1513,~~888~~799
Other		154			15
Total long-term liabilities		2518,~~333~~832			25,~~525~~333
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY:
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued or outstanding		—			—
Common stock, $0.001 par value; 45,000,000 shares authorized; 22,593,589 and 21,840,301 shares issued as of December 31, 2024, and December 31, 2023, respectively		23			22
Common stock, $0.001 par value; 45,000,000 shares authorized; 23,584,677 and 22,593,589 shares issued as of December 31, 2025, and December 31, 2024, respectively		24			23
Treasury stock, at cost, 273,937 shares as of December 31, 2024 and December 31, 2023		(1,842	)		(1,842	)
Treasury stock, at cost, 273,937 shares as of December 31, 2025 and December 31, 2024		(1,842	)		(1,842	)
Additional paid-in capital		~~401~~403,~~564~~210			~~399~~401,~~336~~564
Accumulated deficit		(~~340~~335,~~345~~103	)		(~~341~~340,~~497~~345	)
Total stockholders’ equity		5966,~~400~~289			5659,~~019~~400
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	~~128~~116,~~290~~805		$	~~135~~128,~~156~~290

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

BROADWIND, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

	For the Years Ended December 31,
	2024			2023
	2025			2024
Revenues	$	~~143~~158,~~136~~052		$	~~203~~143,~~477~~136
Cost of sales		~~121~~141,~~947~~919			~~170~~121,~~969~~947
Gross profit		2116,~~189~~133			3221,~~508~~189
OPERATING EXPENSES:
OPERATING EXPENSES (INCOME):
Selling, general and administrative		1615,~~303~~021			2016,~~705~~303
Intangible amortization		661			664
Gain on sale of Manitowoc industrial fabrication operations		(8,200	)		—
Total operating expenses		16,964			21,369
Intangible amortization		661			661
Operating income		4,225			11,139
Total operating expense, net		7,482			16,964
Operating income		8,651			4,225
OTHER (EXPENSE) INCOME, net:
Interest expense, net		(3,~~078~~386	)		(3,~~201~~078	)
Other, net		7964			~~(48~~79	)
Total other expense, net		(23,~~999~~322	)		(32,~~249~~999	)
Net income before provision for income taxes		15,~~226~~329			71,~~890~~226
Provision for income taxes		7487			~~241~~74
NET INCOME		15,~~152~~242			71,~~649~~152
NET INCOME PER COMMON SHARE—BASIC:
Net income	$	0.0523		$	0.3605
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING—BASIC		2122,~~896~~873			21,~~189~~896
NET INCOME PER COMMON SHARE—DILUTED:
Net income	$	0.0523		$	0.3605
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING—DILUTED		2122,~~975~~980			21,~~491~~975

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

BROADWIND, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except share data)

	Common Stock					Treasury Stock
	Shares			Issued					Issued			Additional			Accumulated
	Issued			Amount		Shares			Amount			Paid-in Capital			Deficit			Total
BALANCE, December 31, 2022		21,127,130		$	21		(273,937	)	$	(1,842	)	$	397,240		$	(349,146	)	$	46,273
BALANCE, As of December 31, 2023		21,840,301		$	22		(273,937	)	$	(1,842	)	$	399,336		$	(341,497	)	$	56,019
Stock issued for restricted stock		493,327			1		—			—			618			—			619
Stock issued under defined contribution 401(k) retirement savings plan		380,247			—		—			—			1,336			—			1,336
Share-based compensation		—			—		—			—			877			—			877
Shares withheld for taxes in connection with issuance of restricted stock		(160,403	)		—		—			—			(735	)		—			(735	)
Net income		—			—		—			—			—			7,649			7,649
BALANCE, December 31, 2023		21,840,301		$	22		(273,937	)	$	(1,842	)	$	399,336		$	(341,497	)	$	56,019
Stock issued for restricted stock		240,397			—		—			—			—			—			—
Stock issued under defined contribution 401(k) retirement savings plan		559,559			1		—			—			1,198			—			1,199
Share-based compensation		—			—		—			—			1,160			—			1,160
Shares withheld for taxes in connection with issuance of restricted stock		(46,668	)		—		—			—			(130	)		—			(130	)
Net income		—			—		—			—			—			1,152			1,152
BALANCE, December 31, 2024		22,593,589		$	23		(273,937	)	$	(1,842	)	$	401,564		$	(340,345	)	$	59,400
Stock issued for restricted stock		547,066			—		—			—			—			—			—
Stock issued under defined contribution 401(k) retirement savings plan		613,412			1		—			—			1,264			—			1,265
Share-based compensation		—			—		—			—			638			—			638
Shares withheld for taxes in connection with issuance of restricted stock		(169,390	)		—		—			—			(256	)		—			(256	)
Net income		—			—		—			—			—			5,242			5,242
BALANCE, December 31, 2025		23,584,677		$	24		(273,937	)	$	(1,842	)	$	403,210		$	(335,103	)	$	66,289

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

BROADWIND, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Year Ended December 31,
	2024			2023
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	15,~~152~~242		$	71,~~649~~152
Adjustments to reconcile net cash provided by (used in) provided by operating activities:
Adjustments to reconcile net cash (used in) provided by provided by operating activities:
Depreciation and amortization expense		6,~~684~~310			6,~~383~~684
Deferred income taxes		—(10	)		~~(10~~—	)
Stock-based compensation		~~1,160~~638			~~877~~1,160
Allowance for credit losses		(5103	)		82(5	)
Common stock issued under defined contribution 401(k) plan		1,~~199~~264			1,~~336~~199
(Gain) loss on disposal of assets		(114	)		42
Gain on sale of assets		(8,202	)		(114	)
Changes in operating assets and liabilities:
Accounts receivable		5(2,~~782~~485	)		(25,~~295~~782	)
AMP credit receivable		~~4,518~~(31	)		(74,~~051~~518	)
Contract assets		~~624~~(64	)		~~495~~624
Inventories		(2,~~545~~479	)		6(2,~~857~~545	)
Prepaid expenses and other current assets		~~1,126~~(259	)		~~(210~~1,126	)
Accounts payable		(41,~~392~~358	)		(64,~~008~~392	)
Accrued liabilities		(21,~~872~~423	)		(2,~~782~~872	)
Customer deposits		1(15,~~537~~345	)		~~(18~~1,~~050~~537	)
Other non-current assets and liabilities		(482	)		~~175~~(48	)
Net cash provided by (used in) operating activities		13,806			(6,946	)
Net cash (used in) provided by operating activities		(15,385	)		13,806
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(3,~~618~~630	)		(63,~~405~~618	)
Proceeds from disposals of property and equipment		159			21
Net proceeds from sale of Manitowoc industrial fabrication operations		12,522			—
Net cash used in investing activities		(3,459	)		(6,384	)
Net proceeds from disposals of property and equipment		—			159
Net cash provided by (used in) investing activities		8,892			(3,459	)
CASH FLOWS FROM FINANCING ACTIVITIES:
(Payments on) proceeds from line of credit, net		(4,637	)		4,705
Proceeds from (payments on) line of credit, net		3,901			(4,637	)
Payments for deferred financing costs		~~(20~~—	)		(4820	)
Proceeds from long-term debt		~~4,107~~—			14,~~056~~107
Payments on long-term debt		(12,~~399~~967	)		(1,~~872~~399	)
Principal payments on finance leases		(1,~~646~~450	)		(1,~~409~~646	)
Shares withheld for taxes in connection with issuance of restricted stock		(~~130~~256	)		(~~735~~130	)
Net cash (used in) provided by financing activities		(3,725	)		1,697
Net cash used in financing activities		(772	)		(3,725	)
NET INCREASE (DECREASE) IN CASH		6,622			(11,633	)
NET (DECREASE) INCREASE IN CASH		(7,265	)		6,622
CASH beginning of the period		17,~~099~~721			121,~~732~~099
CASH end of the period	$	~~7,721~~456		$	17,~~099~~721
Supplemental cash flow information:
Interest paid	$	1,~~555~~426		$	21,~~073~~555
Income taxes paid	$	~~192~~164		$	17192
Non-cash investing and financing activities:
Equipment additions via finance lease	$	~~1,376~~—		$	~~719~~1,376
Non-cash purchases of property and equipment	$	~~257~~80		$	~~482~~257
Settlement of incentive compensation liability with stock	$	—		$	619

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

BROADWIND, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, ~~2024~~2025 and ~~2023~~2024

(in thousands, except share and per share data)

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

Broadwind, Inc. (the “Company”) is a precision manufacturer of structures, equipment and components for ~~clean~~power ~~tech~~generation, critical infrastructure, and other specialized applications. The Company provides technologically advanced high value products to customers with complex systems and stringent quality standards that operate in energy, mining and infrastructure sectors, primarily in the United States of America (the “U.S.”). The Company’s most significant presence is within the U.S. wind energy industry, although the Company has increasingly diversified into other industrial markets. Within the U.S. wind energy industry, the Company provides products primarily to turbine manufacturers. The Company also provides precision gearing and heavy fabrications to a broad range of industrial customers for oil and gas (“O&G”), power generation, mining, steel and other industrial applications, in addition to supplying components for natural gas turbines. The Company has three reportable operating segments: Heavy Fabrications, Gearing, and Industrial Solutions.

Heavy Fabrications

The Company provides large, complex and precision fabrications to customers; historically in a broad range of industrial markets. The Company’s most significant presence is within the U.S. wind energy industry, ~~although~~where itthe ~~has~~Company provides ~~diversified~~steel ~~into~~towers ~~other industrial markets in order to improve capacity utilization, reduce customer concentrations,~~ and ~~reduce~~repowering ~~exposure~~adapters toprimarily ~~uncertainty related~~ to ~~governmental policies currently impacting the U.S.~~ wind ~~energy~~turbine ~~industry~~manufacturers. ~~Within~~The ~~the U.S. wind energy industry, the~~ Company streamlined ~~provides~~its operations ~~steel~~within ~~towers~~this ~~and~~segment ~~adapters~~during ~~primarily~~the toyear ~~wind~~ended December ~~turbine~~31, 2025, ~~manufacturers.~~selling ~~Production~~its industrial ~~facilities,~~fabrication ~~located~~operations in Manitowoc, Wisconsin and ~~Abilene,~~consolidating ~~Texas,~~its remaining ~~are~~segment ~~situated~~operations ~~in close proximity~~ to the ~~primary~~Company’s ~~U.S.~~production ~~domestic~~facility ~~wind~~in ~~energy~~Abilene, ~~and equipment manufacturing hubs~~Texas. The ~~two~~Abilene ~~facilities~~facility ~~have~~has aan ~~combined~~ annual wind tower production capacity of up to approximately ~~550~~220 towers (~~1650~~660 tower sections), sufficient to support turbines generating more than ~~1.7 GW~~800 MW of power (assuming a 3 MW tower). The Company’s Heavy ~~has~~Fabrications ~~expanded~~operations ~~its~~also production capabilities and leveraged manufacturing competencies, including welding, lifting capacity and stringent quality practices, into aftermarket and original equipment manufacturer (“OEM”) components utilized in surface and underground mining, construction, material handling, O&G and other infrastructure markets. The Company hasmanufacture ~~designed and manufactures~~ a proprietary mobile, modular pressure reducing system (“PRS”) for the compressed natural gas virtual pipeline market. ~~The Company~~ manufactures components for buckets, shovels, car bodies, drill masts and other products that support mining and construction markets. In other industrial markets, the Company provides crane components, pressure vessels, frames and other structures.

BROADWIND, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, ~~2024~~2025 and ~~2023~~2024

(in thousands, except share and per share data)

Gearing

The Company provides gearing, gearboxes and precision machined components to a broad set of customers in diverse markets including; ~~surface~~ power generation, onshore and ~~underground~~offshore ~~mining,~~oil ~~wind~~and ~~energy,~~gas ~~steel~~(“O&G”) fracking and drilling, material handling, ~~infrastructure~~wind energy, ~~onshore~~surface and ~~offshore~~underground ~~O&G~~mining, ~~fracking~~steel, ~~and drilling~~infrastructure, marine, defense, and other industrial markets. The Company provides ~~has~~gearbox repair services and has manufactured loose gearing, gearboxes and systems, and provided heat treat services for aftermarket and Original Equipment Manufacturers (“OEM”) applications for a century. The Company uses an integrated manufacturing process, which includes machining and finishing processes in addition to gearbox repair in Cicero, Illinois, and heat treatment and gearbox repair in Neville Island, Pennsylvania.

Industrial Solutions

The Company provides supply chain solutions, light fabrication, inventory management, kitting and assembly services, primarily serving the combined cycle natural gas turbine market. The Company ~~has recently~~ ~~expanded into~~ supports the U.S. wind power generation market, by providing tower internals kitting solutions for on-site installations, as OEMs domesticate their supply chain due to lead time and reliability issues. The Company leverages a global supply chain to provide instrumentation & controls, valve assemblies, sensor devices, fuel system components, electrical junction boxes & wiring, and electromechanical devices. The Company also provides packaging solutions and fabricates panels and sub-assemblies to reduce customers’ costs, improve manufacturing velocity and reliability.

Liquidity

The Company meets its short term liquidity needs through cash generated from operations, its available cash balances, through its 2022 Credit Facility (as defined and further discussed in Note 1011 “Debt and Credit Agreements” of these consolidated financial statements), equipment financing, access to the public and private debt and/or equity markets, and has the option to raise capital under the Company’s registration statement on Form S-3 (as discussed below), and proceeds from sales of Advanced Manufacturing Production tax credits (“AMP credits”) (discussed in Note 78 “AMP Credits” of these consolidated financial statements). The Company uses the 2022 Credit Facility to fund working capital requirements. Under the 2022 Credit Facility, borrowings are continuous and all cash receipts are usually applied to the outstanding borrowed balance. As of December 31, ~~2024~~2025, cash totaled $~~7,721~~456. The Company had the ability to borrow upan to additional $24,~~901~~456 under the 2022 Credit Facility as of December 31, ~~2024~~2025.

The Company also utilizes supply chain financing arrangements as a component of its funding for working capital, which accelerates receivable collections and helps to better manage cash flow. Under these agreements, the Company has agreed to sell certain of its accounts receivable balances to banking institutions who have agreed to advance amounts equal to the net accounts receivable balances due, less a discount as set forth in the respective agreements. The balances under these agreements are accounted for as sales of accounts receivable, as they are sold without recourse. Cash proceeds from these agreements are reflected as operating activities included in the change in accounts receivable in the Company's consolidated statements of cash flows. Fees incurred in connection with the agreements are recorded as interest expense by the Company.

During the years ended December 31, ~~2024~~2025 and December 31, ~~2023~~2024, the Company sold account receivables totaling $5677,~~632~~426 and $4056,~~343~~632, respectively, related to supply chain financing arrangements, of which customers’ financial institutions applied discount fees totaling $1,~~474~~909 and $~~858~~1,474, respectively.

BROADWIND, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, ~~2024~~2025 and ~~2023~~2024

(in thousands, except share and per share data)

Debt and finance lease obligations at December 31, ~~2024~~2025 totaled $1514,~~239~~723, which includes current outstanding debt and finance lease obligations totaling $37,~~720~~147. The Company's outstanding debt includes $74,~~578~~982 outstanding from the senior secured term loan under the 2022 Credit Facility. The Company had ~~no amounts~~ $3,901 drawn on the senior secured revolving credit facility as of December 31, ~~2024~~2025. The Company also has outstanding notes payable for capital expenditures in the amount of $1,247 and $1,618 as of December 31, 2025 and 2024, respectively, with $396 and $371 included in the “Line of credit and current maturities of long-term debt” line item of the Company’s consolidated financial statements as of December 31, 2025 and 2024, respectively.

On September 22, 2023, the Company filed a shelf registration statement on Form S-3, which was declared effective by the Securities and Exchange Commission (the “SEC”) on October 12, 2023 (the “Form S-3”), replacing a prior shelf registration statement which expired on October 12, 2023. This shelf registration statement, which expires on October 12, 2026 and includes a base prospectus, allows the Company to offer any combination of securities described in the prospectus in one or more offerings. Unless otherwise specified in the prospectus supplement accompanying the base prospectus, the Company would use the net proceeds from the sale of any securities offered pursuant to the shelf registration statement for general corporate purposes.

On September 12, 2022, the Company entered into a Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC and HC Wainwright & Co., LLC (collectively, the “Agents”). Pursuant to the terms of the Sales Agreement, the Company may sell from time to time through the Agents shares of the Company’s common stock, par value $0.001 per share with an aggregate sales price of up to $12,000. The Company will pay a commission to the Agents of 2.75% of the gross proceeds of the sale of the shares sold under the Sales Agreement and reimburse the Agents for the expenses incident to the performance of their obligations under the Sales Agreement. During the year ended December 31, 2022, the Company issued 100,379 shares of the Company’s common stock under the Sales Agreement and the net proceeds (before upfront costs) to the Company from the sale of the Company’s common stock were approximately $323 after deducting commissions paid of approximately $9 and before deducting other expenses of $93. No shares of the Company’s common stock were issued under the Sales Agreement during the years ended December 31, ~~2024~~2025 and ~~2023~~2024. As of December 31, ~~2024~~2025, shares of the Company’s common stock having a value of approximately $11,667 remained available for issuance under the Sales Agreement. Any additional shares offered and sold under the Sales Agreement are to be issued pursuant to the Form S-3 and a 424(b) prospectus supplement.

In January 2023, the Company announced that it had entered into a supply agreement for wind tower purchases valued at approximately $175 million with a leading global wind turbine manufacturer. Under the terms of the supply agreement, order fulfillment is to occur beginning in 2023 through year-end 2024. In early November 2023, the parties jointly agreed to shift approximately half of the contracted tower section orders initially planned for 2024 into 2025, while maintaining the total number of tower sections stipulated under the supply agreement.

The Company anticipates that current cash resources, amounts available under the 2022 Credit Facility, sales of shares under the Sales Agreement, cash to be generated from operations and equipment financing, any potential proceeds from the sale of further Company securities under the Form S-3, and proceeds from sales of AMP credits will be adequate to meet the Company’s liquidity needs for at least the next twelve months.

Reclassifications

Certain prior year amounts, which are not material, have been reclassified to conform to current year presentation in the consolidated financial statements and the notes to the consolidated financial statements.

Summary of Significant Accounting Policies

Management’s Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. (“GAAP”) requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the reported period. Significant estimates, among others, include inventory reserves, warranty reserves, impairment of long-lived assets, allowance for credit losses, and valuation allowances on deferred taxes. Although these estimates are based upon management’s best knowledge of current events and actions that the Company may undertake in the future, actual results could differ from these estimates.

BROADWIND, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, ~~2024~~2025 and ~~2023~~2024

(in thousands, except share and per share data)

Cash

As of December 31, ~~2024~~2025 and December 31, ~~2023~~2024, cash totaled $~~7,721~~456 and $17,~~099~~721, respectively. For the years ended December 31, ~~2024~~2025 and ~~2023~~2024, interest income was $78 and $87, respectively.

Revenue Recognition

Revenues are generally recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Control is typically transferred upon shipment or delivery depending on the terms of the contract or under the terms of the bill and hold arrangements discussed below. A performance obligation is a promise in a contract to transfer a distinct product or service to the customer. Customer deposits, deferred revenue and other receipts are deferred and recognized when the revenue is realized and earned. Cash payments to customers are presumed to be classified as reductions of revenue in the Company’s statement of operations.

For substantially all tower sales within the Company’s Heavy Fabrications segment, as well as certain sales within our Gearing segment, products are sold under terms included in bill and hold sales arrangements that result in different timing for revenue recognition versus shipment. The Company recognizes revenue under these arrangements only when there is a substantive reason for the agreement, the ordered goods are identified separately as belonging to the customer and not available to fill other orders, the goods are currently ready for physical transfer to the customer, and the Company does not have the ability to use the product or to direct it to another customer. Assuming these required revenue recognition criteria are met, revenue is recognized upon completion of product manufacture and customer acceptance.

During ~~2024~~2025 and ~~2023~~2024, the Company also recognized revenue over time, versus point in time, when products in the Heavy Fabrications segments had no alternative use to the Company and the Company had an enforceable right to payment, including profit, upon termination of the contract by the customer. Since the projects are labor intensive, the Company uses labor hours as the input measure of progress for the contract. Contract assets are recorded when performance obligations are satisfied but the Company is not yet entitled to payment. The Company recognizes contract assets associated with this revenue which represents its rights to consideration for work completed but not billed at the end of the period.

Cost of Sales

Cost of sales represents all direct and indirect costs associated with the production of products for sale to customers. These costs include operation, repair and maintenance of equipment, materials, direct and indirect labor and benefit costs, rent and utilities, maintenance, insurance, equipment rentals, freight, and depreciation. AMP credits and related discounts and administrative fees are also recognized in cost of sales. See “AMP Credits” discussion below in this “Summary of Significant Accounting Policies” for further details.

Selling, General and Administrative Expenses

Selling, general and administrative (“SG&A”) expenses include all corporate and administrative functions such as sales and marketing, legal, human resource management, finance, investor and public relations, information technology and senior management. These functions serve to support the Company’s current and future operations and provide an infrastructure to support future growth. Major expense items in this category include management and staff wages and benefits, share-based compensation and professional services.

BROADWIND, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, ~~2024~~2025 and ~~2023~~2024

(in thousands, except share and per share data)

Accounts Receivable (A/R)

The Company generally grants uncollateralized credit to customers on an individual basis based upon the customer’s financial condition and credit history. Credit is typically on net 30 day terms and customer deposits are frequently required at various stages of the production process to finance customized products and minimize credit risk.

Historically, the Company’s A/R is highly concentrated with a select number of customers. During the year ended December 31, ~~2024~~2025, the Company’s five largest customers accounted for 7380% of its consolidated revenues and 5059% of outstanding A/R balances, compared to the year ended December 31, ~~2023~~2024 when the Company’s five largest customers accounted for 7473% of its consolidated revenues and 4050% of its outstanding A/R balances.

The Company had an accounts receivable balance of $1719,~~018~~ 231 at December 31, ~~2022~~2023.

Allowance for Credit Losses

 Beginning January 1, 2023, the Company assessed and recorded an allowance for credit losses using the current expected credit loss (“CECL”) model. The adjustment for credit losses to management’s current estimate is recorded in net income as credit loss expense. All credit losses were on trade receivables and/or contract assets arising from the Company’s contracts with customers. 

The Company selected a loss-rate method for the CECL model based on the relationship between historical write-offs of receivables and the underlying sales by major customers. Utilizing this model, a historical loss-rate is applied against the amortized cost of applicable assets, at the time the asset is established. The loss rate reflects the Company’s current estimate of the risk of loss (even when that risk is remote) over the expected remaining contractual life of the assets. The Company’s policy is to deduct write-offs from the allowance for credit losses account in the period in which the financial assets are deemed uncollectible. The adjustment for credit losses using this CECL model on accounts receivable and contract assets during the years ended December 31, ~~2024~~2025 and ~~2023~~ 2024 was not material. 

The Company monitors its collections and write-off experience to assess whether or not adjustments to its allowance estimates are necessary. Changes in trends in any of the factors that the Company believes may impact the collectability of its accounts receivable, as noted above, or modifications to its credit standards, collection practices and other related policies may impact the Company’s allowance for credit losses and its financial results.

AMP Credits

The Company accounts for government assistance that is not subject to the scope of Accounting Standards Codification 740 using a grant accounting model, by analogy to International Accounting Standards 20, Accounting for Government Grants and Disclosure of Government Assistance, and recognizes such grants when it has reasonable assurance that it will comply with the grant’s conditions and that the grant will be received. The Company has not elected to early adopt the provisions of Accounting Standards Update 2025-10, which is discussed in Note 5 “Recent Accounting Pronouncements” of these consolidated financial statements. Income-based grants are initially recognized as “AMP credit receivable” and as a reduction to cost of sales. The Company recognizes grants expected to be received directly from a government entity at their stated value. When the Company expects to transfer grants to a third party, it recognizes the grants at, or adjusts their carrying value to, the amount expected to be received from the transaction. Proceeds received from income-based grants are presented as cash inflows from operating activities.

Inventories

Inventories are stated at the lower of cost or net realizable value. Net realizable value is the value that can be realized upon the sale of the inventory less a reasonable estimate of selling costs. Cost is determined either based on the first-in, first-out (“FIFO”) method, or on a standard cost basis that approximates the FIFO method. Any excess of cost over net realizable value is included in the Company’s inventory allowance. Net realizable value of inventory, and management’s judgment of the need for reserves, encompasses consideration of other business factors including physical condition, inventory holding period, contract terms and usefulness.

Inventories consist of raw materials, work-in-process and finished goods. Raw materials consist of components and parts for general production use. Work-in-process consists of labor and overhead, processing costs, purchased subcomponents and materials purchased for specific customer orders. Finished goods consist of components purchased from third parties as well as components manufactured by the Company that will be used to produce final customer products.

BROADWIND, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, ~~2024~~2025 and ~~2023~~2024

(in thousands, except share and per share data)

Long-Lived Assets

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization of property and equipment is recognized using the straight-line method over the estimated useful lives of the related assets for financial reporting purposes, and generally using an accelerated method for income tax reporting purposes. Depreciation expense related to property and equipment for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 was $65,~~023~~649 and $56,~~719~~023, respectively. Expenditures for additions and improvements are capitalized, while replacements, maintenance and repairs that do not improve or extend the useful lives of the respective assets are expensed as incurred. Property or equipment sold or disposed of is removed from the respective property accounts, with any corresponding gains and losses recorded within the operating results of the Company’s consolidated statement of operations.

The Company reviews property and equipment and other long-lived assets (“long-lived assets”) for impairment whenever events or circumstances indicate that carrying amounts may not be recoverable at the segment level. Asset recoverability is first measured by comparing the assets’ carrying amounts to their expected future undiscounted net cash flows to determine if the assets are impaired.

In evaluating the recoverability of long-lived assets, the Company must make assumptions regarding estimated future cash flows and other factors to determine the fair value of such assets. If the Company’s fair value estimates or related assumptions change in the future, the Company may be required to record impairment charges related to property and equipment and other long-lived assets. If such assets are considered to be impaired, the impairment recognized is measured based on the amount by which the carrying amount of the assets exceeds the fair value. See Note 89, “Long-Lived Assets” of these consolidated financial statements for further discussion of long-lived assets.

Leases

The Company leases various property and equipment under operating lease arrangements. The Company recognizes operating lease assets and liabilities on the balance sheet. Rent expense for these types of leases is recognized on a straight-line basis over the lease term. In addition, the Company has entered into finance lease arrangements to finance property and equipment and assumed finance lease obligations in connection with certain acquisitions. The cost basis and accumulated amortization of assets recorded under finance leases are included in property and equipment, while the liabilities are included in finance lease obligations.

BROADWIND, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, ~~2024~~2025 and ~~2023~~2024

(in thousands, except share and per share data)

Warranty Liability

The Company provides warranty terms that generally range from one to five years for various products and services relating to workmanship and materials supplied by the Company. In certain contracts, the Company has recourse provisions for items that would enable the Company to pursue recovery from third parties for amounts paid to customers under warranty provisions. Warranty liability is recorded in accrued liabilities within the consolidated balance sheet. The Company estimates the warranty accrual based on various factors, including historical warranty costs, current trends, product mix and sales. The changes in the carrying amount of the Company’s total product warranty liability for the years ended December 31, 2024 and 2023 were as follows:

	As of December 31,
	2024			2023
Balance, beginning of period	$	322		$	149
Increase of warranty reserve		15			206
Warranty claims		(7	)		(19	)
Other adjustments		(163	)		(14	)
Balance, end of period	$	167		$	322

Income Taxes

The Company accounts for income taxes based upon an asset and liability approach. Deferred tax assets and liabilities represent the future tax consequences of the differences between the financial statement carrying amounts of assets and liabilities versus the tax basis of assets and liabilities. Under this method, deferred tax assets are recognized for deductible temporary differences, and operating loss and tax credit carryforwards. Deferred tax liabilities are recognized for taxable temporary differences. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The impact of tax rate changes on deferred tax assets and liabilities is recognized in the year that the change is enacted.

In connection with the preparation of its consolidated financial statements, the Company is required to estimate its income tax liability for each of the tax jurisdictions in which the Company operates. This process involves estimating the Company’s actual current income tax expense and assessing temporary differences resulting from differing treatment of certain income or expense items for income tax reporting and financial reporting purposes. The Company also recognizes as deferred income tax assets the expected future income tax benefits of net operating loss (“NOL”) carryforwards. In evaluating the realizability of deferred income tax assets associated with NOL carryforwards, the Company considers, among other things, expected future taxable income, the expected timing of the reversals of existing temporary reporting differences and the expected impact of tax planning strategies that may be implemented to prevent the potential loss of future income tax benefits. Changes in, among other things, income tax legislation, statutory income tax rates or future taxable income levels could materially impact the Company’s valuation of income tax assets and liabilities and could cause its income tax provision to vary significantly among financial reporting periods.

BROADWIND, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, ~~2024~~2025 and ~~2023~~2024

(in thousands, except share and per share data)

The Company also accounts for the uncertainty in income taxes related to the recognition and measurement of a tax position taken or expected to be taken in an income tax return. The Company follows the applicable pronouncement guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition related to the uncertainty in these income tax positions.

Share-Based Compensation

The Company grants restricted stock units (“RSUs”) and/or performance awards (“PSUs”) to certain officers, directors, and employees. The Company accounts for share-based compensation related to these awards based on the estimated fair value of the equity award and recognizes expense ratably over the required vesting term of the award. The expense associated with PSUs is also based on the probability of achieving embedded targets. Awards that are based on a fixed number of shares are treated as equity while awards that are based on a fixed amount of dollars are treated as liabilities. See Note 1516 “Share-Based Compensation” of these consolidated financial statements for further discussion of the Company’s share-based compensation plans, the nature of share-based awards issued and the Company’s accounting for share-based compensation.

Net Income Per Share

The Company presents both basic and diluted net income (loss) per share. Basic net income (loss) per share is based solely upon the weighted average number of common shares outstanding and excludes any dilutive effects of restricted stock, options, warrants and convertible securities. Diluted net income (loss) per share is based upon the weighted average number of common shares and common-share equivalents outstanding during the year excluding those common-share equivalents where the impact to basic net income (loss) per share would be anti-dilutive.

2. REVENUES

Revenues are recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

The following table presents the Company’s revenues disaggregated by revenue source for the years ended December 31, ~~2024~~2025 and ~~2023~~2024:

	Year Ended December 31,
	2024			2023
	2025			2024
Heavy Fabrications	$	82101,~~657~~161		$	~~133~~82,~~368~~657
Gearing		3527,~~588~~368			4535,~~408~~588
Industrial Solutions		2630,~~056~~252			2526,~~159~~056
Eliminations		(~~1,165~~729	)		(~~458~~1,165	)
Consolidated	$	~~143~~158,~~136~~052		$	~~203~~143,~~477~~136

The Company’s revenue is generally recognized at a point in time, typically when control of the promised goods or services is transferred to its customers in an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services. Control is typically transferred upon shipment or delivery depending on the terms of the contract or under the terms of the bill and hold arrangements discussed below. A performance obligation is a promise in a contract to transfer a distinct product or service to the customer. The Company measures revenue based on the consideration specified in the purchase order and revenue is recognized when the performance obligations are satisfied. If applicable, the transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation.

BROADWIND, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, ~~2024~~2025 and ~~2023~~2024

(in thousands, except share and per share data)

For substantially all tower sales within the Company’s Heavy Fabrications segment as well as certain sales within our Gearing segment, products are sold under terms included in bill and hold sales arrangements that result in different timing for revenue recognition versus shipment. The Company recognizes revenue under these arrangements only when there is a substantive reason for the arrangement, the ordered goods are identified separately as belonging to the customer and not available to fill other orders, the goods are currently ready for physical transfer to the customer, and the Company does not have the ability to use the product or to direct it to another customer. Assuming these required revenue recognition criteria are met, revenue is recognized upon completion of product manufacture and customer acceptance. During the years ended December 31, ~~2024~~2025 and ~~2023~~2024, the Company recognized $1,~~059~~272 and $51,~~370~~059, respectively, of revenue within the Gearing segment under terms included in bill and hold sales arrangements.

During the years ended December 31, ~~2024~~2025 and ~~2023~~2024, the Company recognized a portion of revenue within the Heavy Fabrications segments over time, as the products had no alternative use to the Company and the Company had an enforceable right to payment, including profit, upon termination of the contracts. Since the projects are labor intensive, the Company uses labor hours as the input measure of progress for the applicable contracts. Within the Heavy Fabrications segment, the Company recognized revenue for contracts that meet over time criteria of $57,~~983~~474 and $115,~~033~~983 for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively. Contract assets are recorded when performance obligations are satisfied but the Company is not yet entitled to payment. Contract assets represent the Company’s rights to consideration for work completed but not billed at the end of the period. Contract assets at December 31, ~~2022~~2023 were $1,~~955~~460.

The Company generally expenses sales commissions when incurred. These costs are recorded within selling, general and administrative expenses. Customer deposits, deferred revenue and other receipts are deferred and recognized when the revenue is realized and earned. Cash payments to customers are classified as reductions of revenue in the Company’s statement of operations.

The Company does not disclose the value of the unsatisfied performance obligations for contracts with an original expected length of one year or less.

3. NET INCOME PER SHARE

The following table presents a reconciliation of basic and diluted income per share for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 as follows:

	For the Years Ended December 31,
	2024		2023
	2025		2024
Basic income per share calculation:
Net income	$	15,~~152~~242	$	71,~~649~~152
Weighted average number of common shares outstanding		2122,~~895~~872,~~847~~881		21,~~188~~895,~~669~~847
Basic net income per share	$	0.0523	$	0.3605
Diluted income per share calculation:
Net income	$	15,~~152~~242	$	71,~~649~~152
Weighted average number of common shares outstanding		2122,~~895~~872,~~847~~881		21,~~188~~895,~~669~~847
Common stock equivalents:
Non-vested stock awards		78106,~~782~~810		~~302~~78,~~601~~782
Weighted average number of common shares outstanding		2122,~~974~~979,~~629~~691		21,~~491~~974,~~270~~629
Diluted net income per share	$	0.0523	$	0.3605

BROADWIND, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, ~~2024~~2025 and ~~2023~~2024

(in thousands, except share and per share data)

4. ~~RECENT~~SALE ~~ACCOUNTING~~OF ~~PRONOUNCEMENTS~~MANITOWOC INDUSTRIAL FABRICATION OPERATIONS

On June 4, 2025, the Company (the “Seller”) entered into a definitive agreement (the “Manitowoc Purchase Agreement”) with Wisconsin Heavy Fabrication, LLC (the “Buyer”) to sell certain assets used in its industrial fabrication operations in Manitowoc, Wisconsin including specified contracts, equipment, machinery and other personal property, and permits. The sale, which was a taxable event, was completed on September 8, 2025 for a purchase price of $13,500 before the payment of transaction expenses in the form of cash and the assumption by the Buyer of certain liabilities of the Seller. During the year ended December 31, 2025, the Company recorded a gain on the sale of $8,200, which is included in the “Gain on sale of Manitowoc industrial fabrication operations” line item in the Company’s consolidated statement of operations. The Manitowoc operating results are included within the Heavy Fabrications segment and did not qualify for presentation as a discontinued operation as it was not considered a strategic shift in segment operations. The Company completed this sale in furtherance of its strategic objective to improve the Company’s manufacturing capacity utilization across its operations and reduce operating costs.

5. RECENT ACCOUNTING PRONOUNCEMENTS

The Company reviews new accounting standards as issued. Although some of the accounting standards issued or effective in the current fiscal year may be applicable to it, the Company believes that none of the new standards have a significant impact on its consolidated financial statements.

In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which requires additional disclosure of significant segment expenses on an annual and interim basis. This guidance will be applied retrospectively and will be effective for the annual periods beginning the year ended December 31, 2024, and for interim periods beginning January 1, 2025. The Company adopted this guidance for the year ended December 31, 2024. Refer to Note 1617 “Segment Reporting” of these consolidated financial statements for the additional disclosures applied on a retrospective basis.

In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. This guidance ~~will be~~ is effective for the annual periods beginning the year ended December 31, 2025. The Company ~~does~~adopted ~~not~~this guidance ~~expect~~for the ~~adoption~~year ofended December ~~this~~31, ~~guidance~~2025. Refer to Note ~~have~~15 “Income aTaxes” ~~material~~of ~~impact~~these ~~on the Company's~~ consolidated financial statements for the additional disclosures.

In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update No. 2024-03,“Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Incomes Statement Expenses,” which serves to improve the disclosures about a public business entity’s expenses by requiring more detailed information about the types of expenses in commonly presented expense captions. This guidance will be effective for annual periods beginning after December 15, 2026. The Company is currently evaluating the impact that the updated guidance will have on its consolidated financial statements.

5In September 2025, the Financial Accounting Standards Board issued Accounting Standards Update No. ~~ALLOWANCE~~2025-06 ~~FOR~~“Intangibles—Goodwill ~~CREDIT~~and ~~LOSSES~~Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software,” which modifies guidance on internal-use software costs to reflect current development practices and improve operability. The standard eliminates the project stages model and replaces with a principles based recognition threshold. This guidance is effective for annual periods beginning after December 15, 2027. The Company is currently evaluating the impact that the updated guidance will have on its consolidated financial statements.

~~The~~In December ~~activity~~2025, in the ~~accounts~~Financial ~~receivable~~Accounting ~~allowance~~Standards ~~from~~Board ~~operations~~issued Accounting Standards Update No. 2025-10, “Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities,” which provides guidance on the ~~years~~recognition, ~~ended~~measurement and presentation of government grants. This guidance will be effective for annual periods beginning after December 3115, ~~2024~~2028. The ~~and~~Company ~~2023~~is currently ~~consists~~evaluating ofthe impact that the ~~following:~~updated guidance will have on its consolidated financial statements.

	For the Year Ended December 31,
	2024			2023
Balance at beginning of period	$	99		$	17
Bad debt expense		—			127
Write-offs		—			(47	)
Other adjustments		(5	)		2
Balance at end of period	$	94		$	99

6. ALLOWANCE FOR CREDIT LOSSES

6.The ~~INVENTORIES~~activity in the accounts receivable allowance from operations for the years ended December 31, 2025 and 2024 consists of the following:

The components of inventories as of December 31, 2024 and 2023 are summarized as follows:

	*For the Year Ended December 31,*
	*2025*			*2024*
Balance at beginning of period	$	94		$	99
Credit loss expense		41			—
Write-offs		(17	)		—
Other adjustments		79			(5	)
Balance at end of period	$	197		$	94

	As of December 31,
	2024			2023
Raw materials	$	19,651		$	24,651
Work-in-process		9,945			10,390
Finished goods		12,517			4,595
		42,113			39,636
Less: Reserve		(2,163	)		(2,231	)
Net inventories	$	39,950		$	37,405

7. INVENTORIES

The components of inventories as of December 31, 2025 and 2024 are summarized as follows:

	*As of December 31,*
	*2025*			*2024*
Raw materials	$	24,174		$	19,651
Work-in-process		8,751			9,945
Finished goods		11,367			12,517
		44,292			42,113
Less: Reserve		(2,284	)		(2,163	)
Net inventories	$	42,008		$	39,950

BROADWIND, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, ~~2024~~2025 and ~~2023~~2024

(in thousands, except share and per share data)

78. AMP CREDITS

During ~~2024~~ 2025 and ~~2023~~2024, the Company recognized gross AMP credits totaling $913,~~588~~059 and $149,~~493~~588, respectively, within the Heavy Fabrications segment. These AMP credits were introduced as part of the Inflation Reduction Act (“IRA”), which was enacted on August 16, 2022. The IRA includes advanced manufacturing tax credits for manufacturers of eligible components, including wind and solar components. Manufacturers of wind components qualify for the AMP credits based on the total rated capacity, expressed on a per watt basis, of the completed wind turbine for which such component is designed. The credit applies to each component produced and sold in the U.S. beginning in 2023 through 2032. The One Big Beautiful Bill Act (the “OBBBA”), enacted on July 4, 2025, eliminates the credit for components produced and sold after 2027. Wind towers within the Company’s Heavy Fabrications segment are eligible for credits of $0.03 per watt for each wind tower produced. In calculating the eligible credit, the Company relied on the megawatt rating provided by the customer. Manufacturers who qualify for the AMP credits can apply to the Internal Revenue Service for cash refunds of the AMP credits or sell the AMP credits to third parties for cash, or apply the AMP credits against taxable income. The Company recognized the AMP credits as a reduction to cost of sales in the Company’s consolidated statements of operations for the years ended December 31, ~~2024~~2025 and ~~2023~~2024. The assets related to the AMP credits are recognized as current assets in the “AMP credit receivable” line item in the Company's consolidated balance sheets as of December 31, ~~2024~~2025 and ~~2023~~2024.

~~On December~~The ~~21,~~OBBBA ~~2023,~~also ~~the~~introduced ~~Company entered~~new ~~into~~restrictions anon ~~agreement~~foreign tosupply ~~sell~~chains ~~2023~~ and ~~2024~~foreign ~~AMP~~owners ~~credits~~or toinvestors ain ~~third~~tax-credit-supported ~~party.~~facilities, Atreferred ~~that~~to ~~time,~~as ~~the~~“Prohibited ~~Company~~Foreign ~~sold~~Entity” aor ~~portion~~“PFE” ofrestrictions. ~~the~~Taxpayers ~~gross~~cannot ~~2023~~claim AMP credits in ~~the~~taxable ~~amount~~years ofbeginning ~~$6,952 and~~after ~~recognized~~enactment aof ~~6.5%~~the ~~discount~~OBBBA onif ~~the~~they ~~sale~~are inprohibited ~~the~~foreign ~~amount~~entities of(which ~~$452~~are ~~which~~generally ~~was~~entities ~~recognized~~that are formed in ~~cost~~or ofcontrolled ~~sales.~~by Incovered ~~addition~~nations, ~~the~~including ~~Company~~China, ~~wrote~~Russia, ~~down~~Iran, ~~the~~and ~~remaining~~North ~~receivable~~Korea, ofas ~~$7,541~~well toas ~~net~~entities ~~realizable~~determined ~~value~~to ~~and~~be ~~recorded~~under ~~the~~effective ~~expected~~control ~~loss~~as ona ~~sale~~result of ~~$490~~contracts inentered ~~cost~~into ofwith ~~sales~~such entities). ~~The~~AMP credits ~~remaining~~are ~~2023~~also disallowed ~~AMP~~in ~~credit~~taxable ~~receivable~~years ~~was~~beginning ~~collected during~~after enactment of the ~~first~~OBBBA ~~quarter~~for ofeligible ~~2024.~~components ~~The~~that ~~Company also~~receive ~~incurred~~material ~~other~~assistance ~~miscellaneous~~from ~~administrative~~a ~~costs~~PFE. These ~~related~~restrictions togenerally ~~selling~~took ~~the~~effect ~~credits~~on January in1, 2026, and the ~~amount~~Treasury ofDepartment ~~$254,~~is ~~$197~~required ofto ~~which~~issue ~~has been recorded~~final asregulations ~~cost~~implementing ofthem ~~sales~~by December 31, ~~with~~2026. On February 12, 2026, the ~~remaining~~Treasury ~~capitalized~~Department released interim guidance that further clarified methods for calculating material assistance and included a request for comments by March 30. The Company incannot predict with certainty what the ~~“Prepaid~~final ~~expenses~~guidance, ~~and~~or any other ~~current~~future ~~assets”~~guidance, ~~line~~will ~~item~~provide, ofor how it will impact the potential impact for the Company's ~~consolidated~~ ~~financial~~AMP ~~statements~~credits ~~at December~~claimed ~~31,~~in ~~2023~~2026 and future years.

During 2025, the Company recognized gross AMP credits totaling $13,059 and recognized a 6.5% discount on the credits totaling $849, which was recognized in cost of sales. The Company also incurred other miscellaneous administrative costs related to the credits in the amount of $98, which have been recorded as cost of sales. Additionally, costs totaling $7 are included in the “Prepaid expenses and other current assets” line item of the Company’s consolidated financial statements at December 31, 2025.

During 2024, the Company recognized gross AMP credits totaling $9,588 and recognized a 6.5% discount on the credits totaling $623, which was recognized in cost of sales. The Company also incurred other miscellaneous administrative costs related to the credits in the amount of $146, which have been recorded as cost of sales.

89. LONG-LIVED ASSETS

The cost basis and estimated lives of property and equipment as of December 31, ~~2024~~2025 and ~~2023~~2024 are as follows:

	As of December 31,
	2024			2023			Life (in years)
	2025			2024			Life (in years)
Land	$	1,423		$	1,423
Buildings		2221,~~719~~439			22,~~111~~719			39
Machinery and equipment		~~128~~103,~~329~~811			~~125~~128,~~107~~329			2 - 10
Office furniture and equipment		54,~~996~~805			5,~~962~~996			3 - 7
Leasehold improvements		96,~~110~~697			9,~~068~~110		Shorter of asset life or life of lease
Construction in progress		~~836~~1,120			~~3,526~~836
		168,413			167,197
		139,295			168,413
Less accumulated depreciation and amortization		(~~122~~99,~~841~~831	)		(~~120~~122,~~074~~841	)
Total property and equipment	$	4539,~~572~~464		$	4745,~~123~~572

As of December 31, ~~2024~~2025, the Company had commitments of $~~1,005~~836 related to the completion of projects within construction in progress.

~~During~~On September 30, 2025, the ~~years~~Company identified a triggering event associated with operating losses within the Gearing segment during the nine months ended September 30, 2025. The Company relied upon an undiscounted cash flow analysis and concluded that no impairment to this asset group was indicated as of September 30, 2025. No impairment charges were recorded for the year ended December 31, ~~2024~~2025. During the year ~~and~~ended December ~~2023~~31, 2024, the Company did not identify any impairment triggering events within its segments. As a result, no impairment charges were recorded for the ~~years~~year ended December 31, 2024 ~~and 2023~~.

BROADWIND, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, ~~2024~~2025 and ~~2023~~2024

(in thousands, except share and per share data)

As of December 31, ~~2024~~2025 and ~~2023~~2024, the cost basis, accumulated amortization and net book value of intangible assets were as follows:

	December 31, 2024												December 31, 2023
	December 31, 2025												December 31, 2024
											Remaining												Remaining
											Weighted												Weighted
						Accumulated			Net		Average							Accumulated			Net		Average
	Cost		Accumulated			Impairment			Book		Amortization				Accumulated			Impairment			Book		Amortization
	Basis		Amortization			Charges			Value		Period		Cost		Amortization			Charges			Value		Period
Intangible assets:
Noncompete agreements	$	170	$	(170	)	$	—		$	—		—	$	170	$	(170	)	$	—		$	—		—
Customer relationships		15,979		(8,365	)		(7,592	)		22		0.1		15,979		(8,103	)		(7,592	)		284		1.1
Customer relationships		15,979		(8,103	)		(7,592	)		284		1.1		15,979		(7,842	)		(7,592	)		545		2.1
Trade names		9,099		(8,380	)		—			719		1.8		9,099		(7,980	)		—			1,119		2.8
Trade names		9,099		(7,980	)		—			1,119		2.8		9,099		(7,580	)		—			1,519		3.8
Intangible assets	$	25,078	$	(16,745	)	$	(7,592	)	$	741		1.7	$	25,078	$	(16,083	)	$	(7,592	)	$	1,403		2.5
Intangible assets	$	25,248	$	(16,253	)	$	(7,592	)	$	1,403		2.5	$	25,248	$	(15,592	)	$	(7,592	)	$	2,064		3.3

Intangible assets represent the fair value assigned to definite-lived assets such as trade names and customer relationships. Estimated useful lives for intangibles assets range from 6 to 20 years. Intangible assets are amortized on a straight-line basis over their estimated useful lives, with a remaining life range from 10 to 32 years. Amortization expense was $661 ~~and $664~~ for the years ended December 31, ~~2024~~2025 and ~~2023, respectively~~2024. As of December 31, ~~2024~~2025, estimated future amortization expense is as follows:

2025	$	661
2026	$	422
2026		422
2027		319
2027		320
Total	$	741
Total	$	1,403

910. ACCRUED LIABILITIES

Accrued liabilities as of December 31, ~~2024~~2025 and ~~2023~~2024 consisted of the following:

	December 31,		December 31,
	2024		2023
	2025		2024
Accrued payroll and benefits	$	21,~~968~~618	$	52,~~051~~968
Income taxes payable		~~137~~69		~~254~~137
Accrued professional fees		81139		~~140~~81
Accrued warranty liability		~~167~~84		~~322~~167
Self-insured workers compensation reserve		1044		2110
Accrued sales tax		6		~~310~~6
Accrued other		~~236~~222		~~379~~236
Total accrued liabilities	$	32,~~605~~182	$	63,~~477~~605

BROADWIND, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, ~~2024~~2025 and ~~2023~~2024

(in thousands, except share and per share data)

1011. DEBT AND CREDIT AGREEMENTS

The Company’s outstanding debt balances as of December 31, ~~2024~~2025 and ~~2023~~2024 consisted of the following:

	December 31,
	2024			2023
	2025			2024
Line of credit	$	—3,901		$	~~4,657~~—
Other notes payable		1,~~618~~247			1,~~361~~618
Long-term debt		74,~~578~~982			67,~~135~~578
Total debt		910,~~196~~130			129,~~153~~196
Less: current maturities		(15,~~454~~036	)		(51,~~903~~454	)
Long-term debt, net of current maturities	$	75,~~742~~094		$	67,~~250~~742

As of December 31, ~~2024~~2025, future annual principal payments on the Company’s outstanding debt obligations were as follows:

2025	$	1,454
2026	$	5,036
2026		1,478
2027		4,666
2027		5,835
2028		382
2029		4746
Total	$	910,~~196~~130

Credit Facilities

On August 4, 2022, the Company entered into a credit agreement (as amended, the “2022 Credit Agreement”) with Wells Fargo Bank, National Association, as lender (“Wells Fargo”), which replaced its prior credit facility and provided the Company and its subsidiaries with a $35,000 senior secured revolving credit facility (which may be further increased by up to an additional $10,000 upon the request of the Company and at the sole discretion of Wells Fargo) and a $7,578 senior secured term loan (collectively, as amended, the “2022 Credit Facility”). The proceeds of the 2022 Credit Facility are available for general corporate purposes, including strategic growth opportunities. Net deferred financing costs related to the 2022 Credit Facility which primarily relate to the revolving credit loan, were $~~269~~165 at December 31, ~~2024~~2025, which is net of accumulated amortization of $~~251~~355. Net deferred financing costs at December 31, ~~2023~~2024 were $~~359~~269, which is net of accumulated amortization of $~~141~~251. ~~These~~The deferred financing costs are straight-lined over the loan term and are included in the “Other assets” line item of the Company's consolidated financial statements at December 31, ~~2024~~2025 and December 31, ~~2023~~2024.

BROADWIND, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, ~~2024~~2025 and ~~2023~~2024

(in thousands, except share and per share data)

On February 8, 2023, the Company executed Amendment No. 1 to Credit Agreement and Limited Waiver which waived the Company’s fourth quarter minimum EBITDA (as defined in the 2022 Credit Agreement) requirement for the period ended December 31, ~~2023~~2022, amended the Fixed Charge Coverage Ratio (as defined in the 2022 Credit Agreement) requirements for the twelve-month period ending January 31, 2024 through and including June 30, 2024 and each twelve-month period thereafter, and amended the minimum EBITDA requirements applicable to the twelve-month periods ending March 31, 2023, June 30, 2023, September 30, 2023, and December 31, 2023.

On December 19, 2024, the Company executed Amendment No. 2 to Credit Agreement, which (1) increased the outstanding principal amount of the term loan to $7,578 and restarted the 84-month amortization period, and (2) amended the Fixed Charge Coverage Ratio (as defined in the 2022 Credit Agreement) from 1.1:1.0 to 1.0:1.0 for each twelve-month period ending January 31, 2024 through and including December 31, 2025. Proceeds from the increased amount of the term loan were used to repay the Company’s indebtedness under its existing revolving line of credit with Wells Fargo and related fees and expenses, thereby allowing for increased availability under the existing revolving line of credit.

On September 22, 2025, the Company executed Amendment No. 3 to Credit Agreement which reduced the monthly principal repayment amount payable by the Company from $90 for each monthly period from January 1, 2025 through and including September 1, 2025 to $62 for each monthly period after October 1, 2025 with the last installment being in the amount of the entire unpaid balance of the term loan.

On February 4, 2026, the Company executed Amendment No. 4 to the Credit Agreement which (i) amended the period for measuring the Fixed Charge Coverage Ratio (as defined in the 2022 Credit Agreement) requirement that previously referred to each twelve month period ending January 31, 2025 through December 31, 2025 to apply instead to the each twelve month period ending January 31, 2025 through October 31, 2025, (ii) added a new period for measuring the Fixed Charge Coverage Ratio requirement for the twelve month period ending November 30, 2025, in the range of 0.75 to 1.0 (iii) amended the Fixed Charge Coverage Ratio requirement for the period from January 31, 2026 through December 31, 2026 from the range of 1.1 to 1.0 to 0.75 to 1.0, and (iv) excludes certain designated capital expenditures from the definition of Unfinanced Capital Expenditures (as defined in the 2022 Credit Agreement) which amounts are then subtracted from EBITDA in the calculation of the Fixed Charge Coverage Ratio.

The 2022 Credit Agreement, as amended, contains customary covenants limiting the Company’s and its subsidiaries’ ability to, among other things, incur liens, make investments, incur indebtedness, merge or consolidate with others or dispose of assets, change the nature of its business, and enter into transactions with affiliates. The initial term of the revolving credit facility matures August 4, 2027. The term loan also matures on August 4, 2027, with monthly payments based on an 84-month amortization, with the remaining principal and accrued interest due at maturity.

As of December 31, ~~2024~~2025, there was $78,~~578~~ 883 of outstanding indebtedness under the 2022 Credit Facility, with the ability to borrow an additional $24,~~901~~456. ~~As of December 31, 2024, the Company was in compliance with all financial covenants under the 2022~~ ~~Credit Facility.~~ As of December 31, ~~2024~~2025, the effective interest rate of the senior secured revolving credit facility was 65.7177% and the effective rate of the senior secured term loan was 6.9627%. As of December 31, ~~2023~~2024, the effective interest rate of the senior secured revolving credit facility was 7 6.6471% and the effective rate of the senior secured term loan was 76.8996%.

Prior to entering into Amendment No. 3 to Credit Agreement described above, the Company used a portion of the proceeds from the sale of its industrial fabrication operations in Manitowoc, Wisconsin, described in Note 4 “Sale of Manitowoc Industrial Fabrication Operations”, to make a mandatory repayment of $1,600 on the outstanding senior secured term loan.

Other

The Company has outstanding notes payable for capital expenditures in the amount of $1,~~618~~247 and $1,~~361~~618 as of December 31, ~~2024~~2025 and ~~2023~~2024, respectively, with $~~371~~396 and $~~163~~371 included in the “Line of credit and current maturities of long-term debt” line item of the Company’s consolidated financial statements as of December 31, ~~2024~~2025 and ~~2023~~2024, respectively. The notes payable have monthly payments that range from $1 to $20 and a weighted average interest rate of 7%. The equipment purchased is utilized as collateral for the notes payable. The outstanding notes payable have maturity dates that range from September 2028 to June 2029.

BROADWIND, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, ~~2024~~2025 and ~~2023~~2024

(in thousands, except share and per share data)

1112. LEASES

The Company leases various property and equipment under operating lease arrangements. The Company recognizes operating lease assets and liabilities on the balance sheet and discloses key information regarding leasing arrangements. The Company has elected to apply the short-term lease exception to all leases of one year or less.

As of December 31, ~~2024~~2025, the right-of-use (“ROU”) asset had a balance of $1311,~~841~~892 which is included in the “Operating lease right-of-use assets” line item of these consolidated financial statements and current and non-current lease liabilities relating to the ROU asset of $2,~~115~~306 and $1311,~~799~~252, respectively, and are included in the “Current portion of operating lease obligations” and “Long-term operating lease obligations, net of current portion” line items of these consolidated financial statements. As of December 31, ~~2023~~2024, the ROU asset had a balance of $1513,~~593~~841 and current and non-current lease liabilities relating to the ROU asset of $12,~~851~~115 and $1513,~~888~~799, respectively. The discount rates used for leases accounted for under Topic 842 are based on an interest rate yield curve developed for the leases in the Company’s lease portfolio.

Lease terms generally range from 3 to 15 years with renewal options for extended terms. Some of the Company’s facility leases include options to renew. The exercise of the renewal options is at the Company’s discretion. Therefore, the majority of renewals to extend the lease terms are not included in ROU assets and lease liabilities as they are not reasonably certain of exercise. The Company regularly evaluates the renewal options and includes them in the lease term when the Company is reasonably certain to exercise them. Certain leases contain rent escalation clauses that require additional rental payments in the later years of the term. Rent expense for these types of leases is recognized on a straight-line basis over the lease term. Operating rental expense for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 was $43,~~208~~842 and $4,~~201~~210, respectively.

In addition, the Company has entered into finance lease arrangements to finance property and equipment and assumed finance lease obligations in connection with certain acquisitions. The related assets are included in the “Property and equipment, net” line item of these consolidated financial statements and the liabilities are included in the “Current portion of finance lease obligations” line item and “Long-term finance lease obligations, net of current portion” line item of these consolidated financial statements. Finance lease cost for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 was $1,~~946~~620 and $1,~~790~~946, respectively.

Amortization expense recorded in connection with assets recorded under finance leases was $1,~~473~~215 and $1,~~263~~473 for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively.

BROADWIND, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, ~~2024~~2025 and ~~2023~~2024

(in thousands, except share and per share data)

Quantitative information regarding the Company’s leases is as follows:

	Year Ended December 31,
	2024			2023
	2025			2024
Components of lease cost
Finance lease cost components:
Amortization of finance lease assets	$	1,~~473~~215		$	1,~~263~~473
Interest on finance lease liabilities		~~473~~405			~~527~~473
Total finance lease costs		1,~~946~~620			1,~~790~~946
Operating lease cost components:
Operating lease cost		2,~~694~~392			2,~~792~~694
Short-term lease cost		~~192~~773			~~361~~192
Variable lease cost (1)		~~1,524~~999			1,~~260~~524
Sublease income		(~~200~~322	)		(~~212~~200	)
Total operating lease costs		43,~~210~~842			4,~~201~~210
Total lease cost	$	65,~~156~~462		$	56,~~991~~156
Supplemental cash flow information related to our operating leases is as follows for the twelve months ended December 31, 2024 and 2023:
Supplemental cash flow information related to our operating leases is as follows for the twelve months ended December 31, 2025 and 2024:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflow from operating leases	$	3,~~359~~104		$	3,~~460~~359
Right-of-use assets obtained in exchange for new
operating lease liabilities	$	292,474		$	~~983~~29
Weighted-average remaining lease term-finance leases at end of period (in years)		2.84			3.2.8
Weighted-average remaining lease term-operating leases at end of period (in years)		67.27			76.12
Weighted-average discount rate-finance leases at end of period		5.39	%		65.13	%
Weighted-average discount rate-operating leases at end of period		86.97	%		8.59	%

(1)	Variable lease costs consist primarily of taxes, insurance, utilities, and common area or other maintenance costs for the Company’s leased facilities and equipment.

Amortization associated with new right-of-use assets obtained in exchange for new operating lease liabilities is $413 and $54 for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively. During 2025, the Company executed a lease amendment that extended the term of the Gearing facility lease and reduced the amount of square footage leased. These lease provisions are effective December 1, 2026.

As of December 31, ~~2024~~2025, future minimum lease payments under finance leases and operating leases were as follows:

	Finance			Operating
	Leases			Leases			Total
2025	$	2,581		$	3,455		$	6,036
2026	$	2,325		$	3,134		$	5,459
2026		1,508			3,449			4,957
2027		1,212			1,812			3,024
2027		1,212			3,151			4,363
2028		952			2,034			2,986
2028		952			3,160			4,112
2029		525			1,993			2,518
2029		526			3,187			3,713
2030		—			2,029			2,029
2030 and thereafter		—			4,618			4,618
2031 and thereafter		—			6,325			6,325
Total lease payments		65,~~779~~014			2117,~~020~~327			2722,~~799~~341
Less—portion representing interest		(~~736~~421	)		(53,~~106~~769	)		(54,~~842~~190	)
Present value of lease obligations		64,~~043~~593			1513,~~914~~558			2118,~~957~~151
Less—current portion of lease obligations		(2,~~266~~111	)		(2,~~115~~306	)		(4,~~381~~417	)
Long-term portion of lease obligations	$	32,~~777~~482		$	1311,~~799~~252		$	1713,~~576~~734

BROADWIND, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, ~~2024~~2025 and ~~2023~~2024

(in thousands, except share and per share data)

1213. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company is party to a variety of legal proceedings or claims that arise in the ordinary course of its business. The Company accrues for costs related to loss contingencies when such costs are probable and reasonably estimable. As of December 31, ~~2024~~2025, the Company is not aware of any material pending legal proceedings or threatened litigation that would have a material adverse effect individually or in the aggregate, on the Company’s results of operations, financial condition or cash flows, although no assurance can be given with respect to the ultimate outcome of pending actions. Due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on the Company’s results of operations, financial condition or cash flows. It is possible that if one or more litigation matters were decided against the Company, the effects could be material to the Company’s results of operations in the period in which the Company would be required to record or adjust the related liability and could also be material to the Company’s financial condition and cash flows in the periods the Company would be required to pay such liability.

Environmental Compliance and Remediation Liabilities

The Company’s operations and products are subject to a variety of environmental laws and regulations in the jurisdictions in which the Company operates and sells products governing, among other things, air emissions, wastewater discharges, the use, handling and disposal of hazardous materials, soil and groundwater contamination, employee health and safety, and product content, performance and packaging. Also, certain environmental laws can impose the entire cost or a portion of the cost of investigating and cleaning up a contaminated site, regardless of fault, upon any one or more of a number of parties, including the current or previous owners or operators of the site. These environmental laws also impose liability on any person who arranges for the disposal or treatment of hazardous substances at a contaminated site. Third parties may also make claims against owners or operators of sites and users of disposal sites for personal injuries and property damage associated with releases of hazardous substances from those sites.

BROADWIND, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, ~~2024~~2025 and ~~2023~~2024

(in thousands, except share and per share data)

Collateral

In select instances, the Company has pledged specific inventory and machinery and equipment assets to serve as collateral on related payable or financing obligations.

Warranty Liability

Liquidated Damages

In certain customer contracts, the Company has agreed to pay liquidated damages in the event of qualifying delivery or production delays. These damages are typically limited to a specific percentage of the value of the product in question and dependent on actual losses sustained by the customer. When the damages are determined to be probable and estimable, the damages are recorded as a reduction to revenue. There was no reserve for liquidated damages at December 31, ~~2024. The reserve for liquidated damages as of December 31, 2023~~2025 ~~was~~and ~~insignificant~~2024.

Workers’ Compensation Reserves

The Company entered into a guaranteed workers’ compensation cost program during 2016. The reserve prior to 2016 is immaterial. Although the ultimate outcome of these matters may exceed the amounts recorded and additional losses may be incurred, the Company does not believe that any additional potential exposure for such liabilities will have a material adverse effect on the Company’s consolidated financial position or results of operations.

Health Insurance Reserves

As of December 31, ~~2024~~2025 and ~~2023~~2024, the Company had $~~410~~270 and $~~742~~410, respectively, accrued for health insurance liabilities. The Company self-insures for its health insurance liabilities, including establishing reserves for self-retained losses. Historical loss experience combined with actuarial evaluation methods and the application of risk transfer programs are used to determine required health insurance reserves. The Company takes into account claims incurred but not reported when determining its health insurance reserves. Health insurance reserves are included in accrued liabilities. While the Company’s management believes that it has adequately reserved for these claims, the ultimate outcome of these matters may exceed the amounts recorded and additional losses may be incurred.

BROADWIND, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, ~~2024~~2025 and ~~2023~~2024

(in thousands, except share and per share data)

Other

As of December 31, ~~2024~~2025, approximately 1820% of the Company’s employees were covered by two collective bargaining agreements with local unions at the Company’s Cicero, Illinois and Neville Island, Pennsylvania locations. During November 2022, the Company negotiated a four-year collective bargaining agreement with the Neville Island union and it is expected to remain in effect through October 2026. A On March 6, 2026, the Company agreed to a new four-year collective bargaining agreement inwith ~~regards~~the to union representing the workforce at our Cicero, Illinois facility ~~was~~replacing ~~negotiated~~a ~~in February~~previous ~~2022~~agreement. ~~and~~The new four-year collective bargaining agreement is expected to remain in effect through February ~~2026~~2030.

1314. FAIR VALUE MEASUREMENTS

The Company measures its financial assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., exit price) in an orderly transaction between market participants at the measurement date. Additionally, the Company is required to provide disclosure and categorize assets and liabilities measured at fair value into one of three different levels depending on the assumptions (i.e., inputs) used in the valuation. Level 1 provides the most reliable measure of fair value while Level 3 generally requires significant management judgment. Financial assets and liabilities are classified in their entirety based on the lowest level of input significant to the fair value measurement. Financial instruments are assessed quarterly to determine the appropriate classification within the fair value hierarchy. Transfers between fair value classifications are made based upon the nature and type of the observable inputs. The fair value hierarchy is defined as follows:

Level 1 — Valuations are based on unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 — Valuations are based on quoted prices for similar assets or liabilities in active markets, or quoted prices in markets that are not active for which significant inputs are observable, either directly or indirectly. For the Company’s corporate and municipal bonds, although quoted prices are available and used to value said assets, they are traded less frequently.

Level 3 — Valuations are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Inputs reflect management’s best estimate of what market participants would use in valuing the asset or liability at the measurement date.

Fair value of financial instruments

The carrying amounts of the Company’s financial instruments, which include cash, A/R, accounts payable and customer deposits, approximate their respective fair values due to the relatively short-term nature of these instruments. Based upon interest rates currently available to the Company for debt with similar terms, the carrying value of the Company’s long-term debt is approximately equal to its fair value.

BROADWIND, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, ~~2024~~2025 and ~~2023~~2024

(in thousands, except share and per share data)

1415. INCOME TAXES

The provision for income taxes for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 consists of the following:

	For the Years Ended Year Ended December 31,
	2024			2023
	2025			2024
Current provision
Federal	$	—		$	—
State		7497			~~251~~74
Total current provision		7497			~~251~~74
Deferred provision
Federal		(1,~~194~~482	)		(1,~~758~~194	)
State		(8449	)		(~~209~~84	)
Total deferred provision		(1,~~278~~531	)		(1,~~967~~278	)
Increase in deferred tax valuation allowance		1,~~278~~521			1,~~957~~278
Total provision for income taxes	$	7487		$	~~241~~74

~~During the year ended December 31, 2024, the Company recorded an expense for income taxes of $74, compared to an expense for income taxes of $241 during the year ended December 31, 2023.~~ On August 16, 2022, Congress enacted the Inflation Reduction Act which includes AMP credits for manufacturers of eligible components, including wind and solar components produced and sold in the US from 2023 through 2032. The OBBBA, enacted on July 4, 2025, eliminates the credit for components produced and sold after 2027. These credits will have no impact on income tax expense.

The ~~total change in the deferred tax valuation allowance was $1,278 and $1,957 for the years ended December 31, 2024 and 2023, respectively. The~~ changes in the deferred tax valuation ~~allowance~~allowances in ~~2024~~2025 and ~~2023~~2024 were primarily the result of increases to the deferred tax assets pertaining to federal and state NOLs. Management believes that significant uncertainty exists surrounding the recoverability of deferred tax assets. As a result, the Company recorded a valuation allowance against the remaining deferred tax assets.

BROADWIND, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, ~~2024~~2025 and ~~2023~~2024

(in thousands, except share and per share data)

As disclosed in Note 5, “Recent Accounting Pronouncements”, the Company has prospectively adopted the guidance in Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The following table is a reconciliation of the Company’s effective income tax rate to the statutory income tax rate for the year ended December 31, 2025 in accordance with the guidance in Accounting Standards Update No. 2023-09:

	*For the Year Ended*
	*December 31,*
	*2025*
	*Tax*			*Percent*
Statutory U.S. federal income tax rate	$	1,158			21.0	%
State and local income taxes, net of federal effect (a)		87			1.6
Changes in valuation allowance		1,482			26.9
Nontaxable or nondeductible items
AMP credits		(2,543	)		(46.2	)
Other		69			1.3
Other adjustments		(166	)		(3.0	)
Effective income tax rate	$	87			1.6	%

(a) For the year ended December 31, 2025, taxes were primarily incurred in Texas and North Carolina.

The following table is a reconciliation of the Company’s effective income tax rate to the statutory income tax rate for the year ended December 31, 2024 in accordance with the guidance prior to the adoption of Accounting Standards Update No. 2023-09:

	*For the Year Ended*
	*December 31,*
	*2024*
Statutory U.S. federal income tax rate		21.0	%
State and local income taxes, net of federal income tax benefit		(3.7	)
Other permanent differences		5.8
Change in valuation allowance		104.3
Other		3.4
Other deferred adjustment		26.4
AMP credits		(151.2	)
Effective income tax rate		6.0	%

Cash paid for income taxes, net of refunds, for the year ended December 31, 2024 was $192. Cash paid for income taxes, net of refunds, for the year ended December 31, 2025 is as follows:

	*For the Year Ended*
	*December 31,*
	*2025*
	*Tax*
Federal		—

State:
Texas	$	71
North Carolina		92
Other states		1
Total	$	164

The tax effects of the temporary differences and NOLs that give rise to significant portions of deferred tax assets and liabilities are as follows:

	As of Year Ended December 31,
	2024			2023
	2025			2024
Noncurrent deferred income tax assets:
Net operating loss carryforwards	$	76,~~361~~926		$	7576,~~235~~361
Accrual and reserves		45,~~721~~008			4,~~637~~721
Leases		32,~~106~~791			3,~~532~~106
Other		6			46
Total noncurrent deferred tax assets		84,~~194~~731			8384,~~408~~194
Valuation allowance		(7779,~~794~~315	)		(7677,~~516~~794	)
Noncurrent deferred tax assets, net of valuation allowance		65,~~400~~416			6,~~892~~400
Noncurrent deferred income tax liabilities:
Fixed assets		2,~~480~~041			2,~~364~~480
Intangible assets		~~325~~171			~~487~~325
Leases		3,~~570~~169			43,~~016~~570
Total noncurrent deferred tax liabilities		65,~~375~~381			6,~~867~~375
Net deferred income tax asset	$	2535		$	25

~~Valuation allowances of $77,794~~ ~~and $76,516 have been provided for deferred income tax assets for which realization is uncertain as of December 31, 2024 and 2023, respectively.~~ A reconciliation of the beginning and ending amounts of the valuation is as follows:

Valuation allowance as of December 31, 2023	$	(76,516	)
Valuation allowance as of December 31, 2024	$	(77,794	)
Gross increase for current year activity		(1,~~278~~521	)
Valuation allowance as of Balance at December 31, 2024	$	(77,794	)
Valuation allowance as of Balance at December 31, 2025	$	(79,315	)

As of December 31, ~~2024~~2025, the Company had federal and unapportioned state NOL carryforwards of approximately $~~295~~298,~~198~~182 of which $227,~~781~~519 will begin to expire in ~~2026~~2027. The majority of the NOL carryforwards will expire in various years from 2028 through 2037. NOLs generated after January 1, 2018 will not expire.

The reconciliation between the statutory U.S. federal income tax rate and the Company’s effective income tax rate is as follows:

	For the Year Ended
	December 31,
	2024			2023
Statutory U.S. federal income tax rate		21.0	%		21.0	%
State and local income taxes, net of federal income tax benefit		(3.7	)		0.6
Other permanent differences		5.8			0.4
Change in valuation allowance		104.3			22.8
162(m)		0.0			0.5
Other		3.4			0.2
Other deferred adjustment		26.4			(7.5	)
AMP credits		(151.2	)		(35.2	)
Effective income tax rate		6.0	%		2.8	%

BROADWIND, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, ~~2024~~2025 and ~~2023~~2024

(in thousands, except share and per share data)

The Company accounts for the uncertainty in income taxes by prescribing a minimum recognition threshold for a tax position taken, or expected to be taken, in a tax return that is required to be met before being recognized in the financial statements. The Company recognizes interest and penalties related to uncertain tax positions as income tax expense. As of December 31, ~~2024~~2025, the Company had no unrecognized tax benefits that could impact the income tax expense.

The Company files income tax returns in the U.S. federal and state jurisdictions. As of December 31, ~~2024~~2025, with few exceptions, the Company is no longer subject to federal or state income tax examinations by taxing authorities for years before December 31, 2019; however, taxing authorities have the ability to adjust NOL carryforwards in open tax years that may have been carried forward from closed years. The Company’s 2008 and 2009 federal tax returns were examined in 2011 and no material adjustments were identified related to any of the Company’s tax positions. Although these periods have been audited, they continue to remain open until all NOLs generated in those tax years have either been utilized or expire.

Section 382 of the Internal Revenue Code of 1986, as amended (the “IRC”), generally imposes an annual limitation on the amount of NOL carryforwards and associated built-in losses that may be used to offset taxable income when a corporation has undergone certain changes in stock ownership. The Company’s ability to utilize NOL carryforwards and built-in losses may be limited, under this section or otherwise, by the Company’s issuance of common stock or by other changes in stock ownership. Upon completion of the Company’s analysis of IRC Section 382, the Company has determined that aggregate changes in stock ownership have resulted in an annual limitation of $14,284 on NOLs and built-in losses available for utilization based on the triggering event in 2010. To the extent the Company’s use of NOL carryforwards and associated built-in losses is significantly limited in the future due to additional changes in stock ownership, the Company’s income could be subject to U.S. corporate income tax earlier than it would if the Company were able to use NOL carryforwards and built-in losses without such annual limitation, which could result in lower profits and the loss of the majority of the benefits from these attributes.

In February 2013, the Company adopted a Stockholder Rights Plan, which was amended in February 2016 and approved by our stockholders (as amended, the “Rights Plan”), designed to preserve the Company’s substantial tax assets associated with NOL carryforwards under Section 382 of the IRC. On February 7, 2019, the Board of Directors (the “Board”) approved an amendment extending the Rights Plan for an additional three years, which was subsequently approved by the Company’s stockholders at the 2019 Annual Meeting of Stockholders held on April 23, 2019 (the “2019 Annual Meeting of Stockholders”). On February 3, 2022, the Board approved an amendment which included an extension of the Rights Plan for an additional three years, which was subsequently approved by the Company's stockholders at the 2022 Annual Meeting of Stockholders. On February 3, 2025, the Board approved an amendment which included an extension of the Rights Plan for an additional three years. The amendment ~~is subject to approval~~ was approved by the Company’s stockholders at the Company’s 2025 Annual Meeting of Stockholders.

The Rights Plan is intended to act as a deterrent to any person or group, together with its affiliates and associates, being or becoming the beneficial owner of 4.9% or more of the Company’s common stock and thereby triggering a further limitation of the Company’s available NOL carryforwards. In connection with the adoption of the Rights Plan, the Board declared a non-taxable dividend of one preferred share purchase right (a “Right”) for each outstanding share of the Company’s common stock to the Company’s stockholders of record as of the close of business on February 22, 2013. Since the record date, the Company has issued one Right with each newly issued share of its common stock. Until the distribution date (unless earlier redeemed or exchanged or upon expiration of the Rights, as applicable), the Rights will be evidenced by certificates of the Company's common stock and will be transferred only with such certificates. Each Right entitles its holder to purchase from the Company one one-thousandth of a share of the Company’s Series A Junior Participating Preferred Stock at an exercise price of $7.70 per Right, subject to adjustment. As a result of the Rights Plan, any person or group that acquires beneficial ownership of 4.9% or more of the Company’s common stock without the approval of the Board would be subject to significant dilution in the ownership interest of that person or group. Stockholders who owned 4.9% or more of the outstanding shares of the Company’s common stock as of February 12, 2013 will not trigger the preferred share purchase rights unless they acquire additional shares after that date.

BROADWIND, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, ~~2024~~2025 and ~~2023~~2024

(in thousands, except share and per share data)

1516. SHARE-BASED COMPENSATION

Overview of Share-Based Compensation Plan

The Company has granted equity awards pursuant to previously Board approved equity incentive plans. Most recently, the Company has granted equity awards pursuant to the Broadwind Energy, Inc. 2015 Equity Incentive Plan, which was approved by the Board in February 2015 and by the Company’s stockholders in April 2015. On February 19, 2019, the Board approved an Amended and Restated 2015 Equity Incentive Plan (as amended, the “2015 EIP,”), which, among other things, increased the number of shares of our common stock authorized for issuance under the 2015 EIP from 1,100,000 to 2,200,000. The amendment and restatement of the 2015 EIP was approved by the Company’s stockholders at the 2019 Annual Meeting of Stockholders. On February 7, 2021, the Board approved the Second Amendment to the Amended and Restated 2015 Equity Incentive Plan which, among other things, increased the number of shares of our common stock authorized for issuance under the 2015 EIP from 2,200,000 to 3,200,000. The Second Amendment to the amendment and restatement of the 2015 EIP was approved by the Company’s stockholders at the 2021 Annual Meeting of Stockholders. On March 2, 2023, the Board approved the Third Amendment to the Amended and Restated 2015 Equity Incentive Plan which, among other things, increased the number of shares of our common stock authorized for issuance under the 2015 EIP from 3,200,000 to 4,700,000. The Third Amendment to the amendment and restatement of the 2015 EIP was approved by the Company’s stockholders at the 2023 Annual Meeting of Stockholders.

The purposes of the Company’s equity incentive plans are (a) to align the interests of the Company’s stockholders and recipients of awards by increasing the proprietary interest of such recipients in the Company’s growth and success; (b) to advance the interests of the Company by attracting and retaining officers, other employees, non-employee directors and independent contractors; and (c) to motivate such persons to act in the long-term best interests of the Company and its stockholders. Under the 2015 EIP, the Company may grant (i) non-qualified stock options; (ii) “incentive stock options” (within the meaning of Section 422 of the IRC); (iii) stock appreciation rights; (iv) restricted stock and restrictive stock units; and (v) performance awards.

Stock Options. The exercise price of stock options granted under the 2015 EIP is equal to the closing price of the Company’s common stock on the date of grant. Stock options generally become exercisable on the anniversary of the grant date, with vesting terms that may range from one to five years from the date of grant, subject to continued employment/service. Additionally, stock options expire ten years after the date of grant. The fair value of stock options granted is expensed ratably over their vesting term.

Restricted Stock Units (RSUs). The granting of RSUs is provided for under the 2015 EIP. RSUs generally contain a vesting period of one to five years from the date of grant, subject to continued employment/service. The fair value of each RSU granted is equal to the closing price of the Company’s common stock on the date of grant and is generally expensed ratably over the vesting term of the RSU award.

Performance Awards (PSUs). The granting of PSUs is provided for under the 2015 EIP. Vesting of PSUs is conditioned upon the Company meeting applicable performance measures over the performance period, subject to continued employment/service. The fair value of each PSU granted is equal to the closing price of the Company’s common stock on the date of grant and is generally expensed ratably over the term of the PSU award plan.

BROADWIND, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, ~~2024~~2025 and ~~2023~~2024

(in thousands, except share and per share data)

The 2015 EIP reserves 4,700,000 shares of the Company’s common stock. As of December 31, ~~2024~~2025, under the 2015 EIP, 2,~~381~~759,~~572~~248 shares of common stock had been issued, pursuant to stock options, RSUs and PSUs and ~~823~~717,~~808~~266 shares of common stock were reserved for issuance under outstanding RSU and PSU awards.

There was no stock option activity during the years ended December 31, ~~2024~~2025 and ~~2023~~2024 and no stock options were outstanding as of December 31, ~~2024~~2025 and ~~2023~~2024.

BROADWIND, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, ~~2024~~2025 and ~~2023~~2024

(in thousands, except share and per share data)

The following table summarizes information with respect to outstanding RSUs and PSUs accounted for as equity awards as of December 31, ~~2024~~2025 and ~~2023~~2024:

				Weighted Average
				Grant-Date Fair Value
	Number of Shares			Per Share
Unvested as of December 31, 2023		687,206		$	3.03
Granted		456,370		$	2.72
Vested		(240,397	)	$	3.41
Forfeited		(79,371	)	$	2.88
Unvested as of December 31, 2024		823,808		$	2.96
Granted		621,206		$	1.89
Vested		(547,066	)	$	2.67
Forfeited		(180,682	)	$	3.22
Unvested as of December 31, 2025		717,266		$	2.28

RSUs and PSUs are generally subject to ratable vesting over a three-year period. Compensation expense related to these service and performance based awards is generally recognized on a straight-line basis over the vesting period. During the years ended December 31, ~~2024~~2025 and ~~2023~~2024, the Company utilized a forfeiture rate of 25%, based on historical activity, for estimating the forfeitures of stock compensation granted.

The following table summarizes share-based compensation expense, net of taxes withheld, included in the Company’s consolidated statements of operations for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 as follows:

	For the Years Ended
	December 31,
	2024		2023
	2025		2024
Share-based compensation expense:
Cost of sales	$	6865	$	~~118~~68
Selling, general and administrative		~~1,092~~573		~~759~~1,092
Net effect of share-based compensation expense on net income	$	~~1,160~~638	$	~~877~~1,160
Reduction in earnings per share:
Basic earnings per share	$	0.0503	$	0.0405
Diluted earnings per share	$	0.0503	$	0.0405

(1) Income tax benefit is not illustrated because the Company is currently in a full tax valuation allowance position and an actual income tax benefit was not realized for the years ended December 31, ~~2024~~2025 and ~~2023~~2024. The result of the income (loss) situation creates a timing difference, resulting in a deferred tax asset, which is fully reserved for in the Company’s valuation allowance.

As of December 31, ~~2024~~2025, the Company estimates that pre-tax compensation expense for all unvested share-based RSUs and PSUs in the amount of approximately $~~1,213~~962 will be recognized through the year ~~2026~~2027. The Company expects to satisfy the future distribution of shares of restricted stock by issuing new shares of common stock.

16On September 10, 2025, the Company’s Board authorized a program to repurchase up to $3,000 of the Company’s outstanding common stock. ~~SEGMENT~~The ~~REPORTING~~share repurchase program does not obligate the Company to acquire any specific number of shares. The common stock may be acquired in the open market at prices subject to certain pricing guidelines determined by management. The Company has no obligation to repurchase shares and it may discontinue purchases at any time that it determines additional purchases are not warranted. As of December 31, 2025, $3,000 remains available for repurchase and there were no stock repurchases during the years ended December 31, 2025 or 2024.

17. SEGMENT REPORTING

The Company is organized into reportable segments based on the nature of the products offered and business activities from which it earns revenues and incurs expenses for which discrete financial information is available and regularly reviewed by the Company’s chief operating decision maker (“CODM”). The Company’s CODM has been identified as the Chief Executive Officer and President, who reviews operating income by segment in relation to total operating income to make decisions about allocating resources and assessing performance.

BROADWIND, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, ~~2024~~2025 and ~~2023~~2024

(in thousands, except share and per share data)

The Company’s segments and their product offerings are summarized below:

Heavy Fabrications

The Company provides large, complex and precision fabrications to customers; historically in a broad range of industrial markets. The Company’s most significant presence is within the U.S. wind energy industry, ~~although~~where itthe ~~has~~Company provides ~~diversified~~steel ~~into~~towers ~~other industrial markets in order to improve capacity utilization, reduce customer concentrations,~~ and ~~reduce~~repowering ~~exposure~~adapters toprimarily ~~uncertainty related~~ to ~~governmental policies currently impacting the U.S.~~ wind ~~energy~~turbine ~~industry~~manufacturers. ~~Within~~The ~~the U.S. wind energy industry, the~~ Company streamlined ~~provides~~its operations ~~steel~~within ~~towers~~this ~~and~~segment ~~adapters~~during ~~primarily~~the toyear ~~wind~~ended December ~~turbine~~31, 2025, ~~manufacturers.~~selling ~~Production~~its industrial ~~facilities,~~fabrication ~~located~~operations in Manitowoc, Wisconsin and ~~Abilene,~~consolidating ~~Texas,~~its remaining ~~are~~segment ~~situated~~operations ~~in close proximity~~ to the ~~primary~~Company’s ~~U.S.~~production ~~domestic~~facility ~~wind~~in ~~energy~~Abilene, ~~and equipment manufacturing hubs~~Texas. The ~~two~~Abilene ~~facilities~~facility ~~have~~has aan ~~combined~~ annual wind tower production capacity of up to approximately ~~550~~220 towers (~~1650~~660 tower sections), sufficient to support turbines generating more than ~~1.7 GW~~800 MW of power (assuming a 3 MW tower). The Company’s Heavy ~~has~~Fabrications ~~expanded~~operations ~~its~~also production capabilities and leveraged manufacturing competencies, including welding, lifting capacity and stringent quality practices, into aftermarket and OEM components utilized in surface and underground mining, construction, material handling, O&G and other infrastructure markets. The Company hasmanufacture ~~designed and manufactures~~ a proprietary mobile, modular pressure reducing system (“PRS”) for the compressed natural gas virtual pipeline market. ~~The Company~~ manufactures components for buckets, shovels, car bodies, drill masts and other products that support mining and construction markets. In other industrial markets, the Company provides crane components, pressure vessels, frames and other structures.

Gearing

The Company provides gearing, gearboxes and precision machined components to a broad set of customers in diverse markets including; ~~surface~~power generation, onshore and ~~underground~~offshore ~~mining,~~O&G ~~wind~~fracking ~~energy,~~and ~~steel~~drilling, material handling, ~~infrastructure~~wind energy, ~~onshore~~surface and ~~offshore~~underground ~~oil~~mining, ~~and~~steel, ~~gas fracking and drilling~~infrastructure, marine, defense, and other industrial markets. The Company has manufactured loose gearing, gearboxes and systems, and provided heat treat services for aftermarket and OEM applications for a century. The Company uses an integrated manufacturing process, which includes machining and finishing processes in addition to gearbox repair in Cicero, Illinois, and heat treatment and gearbox repair in Neville Island, Pennsylvania.

Industrial Solutions

The Company provides supply chain solutions, light fabrication, inventory management, kitting and assembly services, primarily serving the combined cycle natural gas turbine market. The Company ~~has recently~~ ~~expanded~~supports ~~into~~ the U.S. wind power generation market, by providing tower internals kitting solutions for on-site installations, as OEMs domesticate their supply chain due to lead time and reliability issues. The Company leverages a global supply chain to provide instrumentation & controls, valve assemblies, sensor devices, fuel system components, electrical junction boxes & wiring, and electromechanical devices. The Company also provides packaging solutions and fabricates panels and sub-assemblies to reduce customers’ costs, improve manufacturing velocity and reliability.

BROADWIND, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, ~~2024~~2025 and ~~2023~~2024

(in thousands, except share and per share data)

Corporate and Other

“Corporate” includes the assets and SG&A expenses of the Company’s corporate office. “Eliminations” comprises adjustments to reconcile segment results to consolidated results.

The accounting policies of the reportable segments are the same as those referenced in Note 1, “Description of Business and Summary of Significant Accounting Policies” of these consolidated financial statements. Summary financial information by reportable segment is as follows:

	*Heavy Fabrications*			*Gearing*			*Industrial Solutions*		*Corporate*			*Eliminations*			*Consolidated*
For the Year Ended December 31, 2025
Revenues from external customers	$	101,161			27,302			29,589		—			—		$	158,052
Intersegment revenues		—			66			663		—			(729	)		—
Net revenues		101,161			27,368			30,252		—			(729	)		158,052
Direct materials		59,003			6,334			17,771		—			*			83,108
Direct labor		14,844			5,638			*		—			—			20,482
Indirect labor		10,388			4,586			2,397		—			—			17,371
Variable overhead		*			3,721			2,509		—			—			6,230
AMP credits		(12,112	)		—			—		—			—			(12,112	)
Salaries and benefits		*			*			*		2,021			—			2,021
Share-based compensation		*			*			*		515			—			515
Depreciation and amortization		3,586			2,171			484		69			—			6,310
All other expenses ⁽¹⁾		10,833			8,106			4,522		2,744			(729	)		25,476
Operating income (loss)		14,619			(3,188	)		2,569		(5,349	)		—			8,651
Capital expenditures		2,466			164			807		193			—			3,630
Total assets		33,393			40,752			20,222		44,668			(22,230	)		116,805

	*Heavy Fabrications*			*Gearing*			*Industrial Solutions*		*Corporate*			*Eliminations*			*Consolidated*
For the Year Ended December 31, 2024
Revenues from external customers	$	82,657			35,588			24,891		—			—		$	143,136
Intersegment revenues		—			—			1,165		—			(1,165	)		—
Net revenues		82,657			35,588			26,056		—			(1,165	)		143,136
Direct materials		46,398			8,797			14,867		—			*			70,062
Direct labor		11,356			5,797			*		—			—			17,153
Indirect labor		10,575			4,972			1,711		—			—			17,258
Variable overhead		*			4,397			1,861		—			—			6,258
AMP credits		(8,819	)		—			—		—			—			(8,819	)
Salaries and benefits		*			*			*		2,332			—			2,332
Share-based compensation		*			*			*		859			—			859
Depreciation and amortization		3,938			2,183			427		136			—			6,684
All other expenses ⁽¹⁾		12,081			9,580			3,925		2,703			(1,165	)		27,124
Operating income (loss)		7,128			(138	)		3,265		(6,030	)		—			4,225
Capital expenditures		1,617			1,554			397		50			—			3,618
Total assets		43,035			41,406			14,864		48,488			(19,503	)		128,290

	Heavy Fabrications			Gearing		Industrial Solutions		Corporate			Eliminations			Consolidated
For the Year Ended December 31, 2023
Revenues from external customers	$	133,368			45,408		24,701		—			—		$	203,477
Intersegment revenues		—			—		458		—			(458	)		—
Net revenues		133,368			45,408		25,159		—			(458	)		203,477
Direct materials		76,769			13,819		14,460		—			*			105,048
Direct labor		17,084			6,993		*		—			—			24,077
Indirect labor		13,202			6,085		1,379		—			—			20,666
Variable overhead		*			5,499		1,973		—			—			7,472
AMP credits		(13,354	)		—		—		—			—			(13,354	)
Salaries and benefits		*			*		*		2,646			—			2,646
Share-based compensation		*			*		*		634			—			634
Depreciation and amortization		3,517			2,270		380		216			—			6,383
All other expenses (1)		21,144			8,896		3,807		5,388			(469	)		38,766
Operating income (loss)		15,006			1,846		3,160		(8,884	)		11			11,139
Capital expenditures		4,739			1,398		214		54			—			6,405
Total assets		46,931			48,599		16,295		58,487			(35,156	)		135,156

* Line item not deemed a significant expense for this segment (per analysis of Accounting Standards Update No. 2023-07).

⁽¹⁾All other expenses for each reportable segment primarily consist of:

Heavy Fabrications-variable overhead, salaries and benefits, and rent and utilities

Gearing- salaries and benefits and rent and utilities

Industrial Solutions-direct labor, salaries and benefits, and rent and utilities

Corporate-professional expenses

The Company generates revenues entirely from transactions completed in the U.S. and its long-lived assets are all located in the U.S. All intercompany revenue is eliminated in consolidation. Transactions between reportable segments are treated consistent with the accounting policies referenced in Note 1, “Description of Business and Summary of Significant Accounting Policies” of these consolidated financial statements. During ~~2024~~2025, one customer accounted for more than 10% of total net revenues. The customer, reported within the Heavy Fabrications segment and Industrial Solutions segment, accounted for revenues of $71100,~~607~~559. During ~~2023~~2024, one customer accounted for more than 10% of total net revenues. The customer, reported within the Heavy Fabrications and Industrial Solutions segment, accounted for revenues of $~~107~~71,~~555~~607.

BROADWIND, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, ~~2024~~2025 and ~~2023~~2024

(in thousands, except share and per share data)

1718. EMPLOYEE BENEFIT PLANS

Retirement Savings and Profit Sharing Plans

Retirement Savings and Profit Sharing Plans

The Company offers a 401(k) retirement savings plan to all eligible employees who may elect to contribute a portion of their salary on a pre-tax basis, subject to applicable statutory limitations. As of December 31, ~~2024~~2025, all employees were eligible to receive safe harbor matching contributions equal to 100% of the first 3% of the participant’s elective deferral contributions and 50% of the next 2% of the participant’s elective deferral contributions. The Company has the discretion, subject to applicable statutory requirements, to fund any matching contribution with a contribution to the plan of the Company’s common stock. The Company periodically evaluates whether to fund the matching contribution in cash or in the Company’s common stock. Under the plan, elective deferrals and basic Company matching is 100% vested at all times.

For the years ended December 31, ~~2024~~2025 and ~~2023~~2024, the Company recorded expense under these plans of approximately $1,~~251~~255 and $1,~~394~~251, respectively.

Deferred Compensation Plan

The Company maintains a deferred compensation plan for certain key employees and nonemployee directors, whereby certain wages earned, compensation for services rendered, and discretionary company-matching contributions may be deferred and deemed to be invested in the Company’s common stock. Changes in the fair value of the plan liability are recorded as charges or credits to compensation expense. Compensation ~~income~~ (expense) income associated with the deferred compensation plan recorded during the years ended December 31, ~~2024~~2025 and ~~2023~~2024 was ($78) and ($8)7. The fair value of the plan liability to the Company is included in accrued liabilities in the Company’s consolidated balance sheets. As of December 31, ~~2024~~2025 and ~~2023~~2024, the fair value of plan liability to the Company was $1624 and $2316, respectively.

In addition to the employee benefit plans described above, the Company participates in certain customary employee benefits plans, including those which provide health and life insurance benefits to employees.

18. CAPITALIZATION

At the Special Meeting of Stockholders held on October 23, 2024, the Company’s stockholders approved the ratification of the approval by the Company’s stockholders, filing and effectiveness of the certificate of amendment to the Company’s Certificate of Incorporation filed with the Secretary of State of the State of Delaware on May 16, 2024, and the increase in the number of authorized shares of the Company’s common stock, par value $0.001 per share, from 30,000,000 to 45,000,000, effected thereby, as more particularly described in the Company’s definitive proxy statement filed with the SEC on August 30, 2024.

19. SUBSEQUENT EVENTS

On January 28, 2025, Broadwind Heavy Fabrications, Inc. (“BHF”), a wholly owned subsidiary of the Company entered into a Tax Credit Transfer Agreement with MarketAxess Holdings Inc. (the “Purchaser”), pursuant to which, for each of 2025 and 2026, BHF agreed to sell to the Purchaser up to $15,000 and $20,000 respectively, of AMP Credits. The Purchaser will pay for the AMP Credits on a quarterly basis for AMP Credits generated in the immediately-preceding calendar quarter. The AMP Credits will be sold at a purchase price of $0.935 per $1.00 of AMP Credits.

INDEX TO EXHIBITS

Exhibit Number		Description
3.1		Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008)
3.2		Certificate of Amendment to the Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed August 23, 2012)
3.3		Certificate of Amendment to the Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed May 6, 2020)
3.4		Certificate of Amendment to the Certificate of Incorporation of the Company (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-8 filed May 17, 2024)
3.5		Fourth Amended and Restated Bylaws of the Company, adopted as of June 26, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed June 28, 2023)
4.1		Section 382 Rights Agreement dated as of February 12, 2013 between the Company and Equiniti Trust Company, as rights agent, which includes the Form of Rights Certificate as Exhibit B thereto (incorporated by reference to Exhibit 1 to the Company’s Registration Statement on Form 8-A filed February 13, 2013)
4.2		Certificate of Designation of Series A Junior Participating Preferred Stock of the Company (incorporated by reference to Exhibit 2 to the Company’s Registration Statement on Form 8-A filed February 13, 2013)
4.3		First Amendment to Section 382 Rights Agreement dated as of February 2, 2016 between the Company and Equiniti Trust Company, as rights agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed February 8, 2016)
4.4		Second Amendment to Section 382 Rights Agreement dated as of February 7, 2019 between the Company and Equiniti Trust Company, as rights agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed February 12, 2019)
4.5		Third Amendment to Section 382 Rights Agreement dated as of February 3, 2022 between the Company and Equiniti Trust Company, as rights agent (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed February 3, 2022
4.6		Fourth Amendment to Section 382 Rights Agreement dated as of February 4, 2025 between the Company and Equiniti Trust Company, as rights agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed February 6, 2025
4.7		Description of Securities (~~incorporated~~filed ~~by reference to Exhibit 4.5 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019~~herewith)
10.1		Lease Agreement dated December 26, 2007 between Tower Tech Systems Inc. and City Centre, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007)
10.1†		Form of Indemnification Agreement (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010)
10.2		Amended and Restated Lease for Industrial/Manufacturing Space dated as of May 1, 2010 between Tower Tech Systems Inc. and City Centre, LLC (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010)
10.2†		Broadwind Energy, Inc. 2015 Equity Incentive Plan (incorporated by reference to Exhibit A to the Company’s Schedule 14A filed on March 12, 2015)
10.3†		Form of ~~Indemnification~~Executive Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.61 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended ~~March~~June 3130, 2010)
10.4†		~~Broadwind~~Form ~~Energy,~~of ~~Inc.~~Restricted ~~2015~~Stock ~~Equity~~Unit ~~Incentive~~Award ~~Plan~~Agreement (incorporated by reference to Exhibit A10.2 to the Company’'s ~~Schedule~~Quarterly ~~14A~~Report ~~filed~~ on Form 10-Q for the quarterly period ended March 1231, ~~2015~~2012)
10.5†		Form of ~~Executive~~Restricted ~~Incentive~~ Stock ~~Option~~Unit Award Agreement (incorporated by reference to Exhibit 10.13 to the Company’'s Quarterly Report on Form 10-Q for the quarterly period ended ~~June~~March 3031, ~~2010~~2012)
10.6†		Form of ~~Restricted~~ Stock ~~Unit~~Option ~~Award~~ Agreement (incorporated by reference to Exhibit 10.24 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012)
10.7†		Form of Restricted Stock Unit Award Agreement (Non-Employee Directors) (incorporated by reference to Exhibit 10.335 to the Company'’s ~~Quarterly~~Annual Report on Form 10-QK for the ~~quarterly~~fiscal ~~period~~year ended ~~March~~December 31, ~~2012~~2015)
10.8†		Form of Restricted Stock ~~Option~~Unit Award Agreement (Extended Executive Team) (incorporated by reference to Exhibit 10.436 to the Company'’s ~~Quarterly~~Annual Report on Form 10-QK for the ~~quarterly~~fiscal ~~period~~year ended ~~March~~December 31, ~~2012~~2015)
10.9†		Form of Restricted Stock Unit Award Agreement (~~Non-Employee Directors) (~~incorporated by reference to Exhibit 10.3537 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015)
10.10†		~~Form~~Broadwind ofEnergy, Inc. 2015 Equity Incentive Plan Restricted Stock Unit Award ~~Agreement~~Notice (~~Extended Executive Team) (~~incorporated by reference to Exhibit 10.361 to the Company’s ~~Annual~~Quarterly Report on Form 10-KQ for the ~~fiscal~~quarterly ~~year~~period ended ~~December~~June 3130, ~~2015~~2018)
10.11†		~~Form~~Severance and Non-Competition Agreement, dated as of ~~Restricted~~May ~~Stock~~4, ~~Unit~~2018, ~~Award~~between ~~Agreement~~the Company and Eric Blashford (incorporated by reference to Exhibit 10.371 to the Company’s ~~Annual~~Current Report on Form 108-K ~~for~~filed ~~the~~May ~~fiscal year ended December 31~~3, ~~2015~~2018)
10.12†		Form of Performance Award Agreement (Broadwind Energy, Inc. 2015 Equity Incentive Plan) ~~Restricted Stock Unit Award Notice~~ (incorporated by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended ~~June~~March 3031, ~~2018~~2019)
10.13†		~~Severance~~Form ~~and~~of ~~Non-Competition~~Performance Award Agreement, ~~dated~~(Amended asand ofRestated ~~May~~Broadwind 4Energy, ~~2018,~~Inc. ~~between~~2015 ~~the~~Equity ~~Company~~Incentive ~~and~~Plan) ~~Eric Blashford~~ (incorporated by reference to Exhibit 10.15 to the Company’s ~~Current~~Quarterly Report on Form 810-KQ ~~filed~~for ~~May~~the 3quarterly period ended March 31, ~~2018~~2019)
10.14†		~~Form~~Amended ofand ~~Performance~~Restated ~~Award Agreement (~~Broadwind Energy, Inc. 2015 Equity Incentive Plan) (incorporated by reference to Exhibit ~~10.4~~D to the Company’s ~~Quarterly~~Schedule ~~Report~~14A filed on ~~Form 10-Q for the quarterly period ended~~ March 3111, 2019)
10.15†		Form of Performance Award Agreement (Amended and Restated Broadwind ~~Energy~~, Inc. 2015 Equity Incentive Plan) (incorporated by reference to Exhibit 10.51 to the Company’'s Quarterly Report on Form 10-Q for the quarterly period ended ~~March~~September 3130, ~~2019~~2020)
10.16†		First Amendment to Amended and Restated Broadwind Energy, Inc. 2015 Equity Incentive Plan (incorporated by reference to Exhibit D10.2 to the Company’'s ~~Schedule~~Quarterly ~~14A~~Report ~~filed~~ on ~~March~~Form 1110-Q for the quarterly period ended September 30, ~~2019~~2020)
10.17†		Form of Performance Award Agreement (Amended and Restated Broadwind, Inc. 2015 Equity Incentive Plan) (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020)
10.17		Second Amendment to Amended and Restated Broadwind, Inc. 2015 Equity Incentive Plan (incorporated by reference to Appendix B to Amendment No. 1 to the Company's Schedule 14A filed April 5, 2021)
10.18†		First Amendment to Amended and Restated Broadwind Energy, Inc. 2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020)
10.18		Third Amendment to Amended and Restated Broadwind, Inc. 2015 Equity Incentive Plan (incorporated by reference to Appendix B to the Company’s Schedule 14A filed April 7, 2023)
10.19		~~Second~~Credit ~~Amendment~~Agreement, todated ~~Amended~~as of August 4, 2022, by and ~~Restated~~among Broadwind, Inc., ~~2015~~Brad ~~Equity~~Foote ~~Incentive~~Gear ~~Plan~~Works, Inc., Broadwind Industrial Solutions, LLC, Broadwind Heavy Fabrications, Inc., 5100 Neville Road, LLC and Wells Fargo Bank, National Association (incorporated by reference to ~~Appendix~~Exhibit ~~B to Amendment No~~10. 1 to the Company's ~~Schedule~~Current ~~14A~~Report on Form 8-K filed ~~April~~August 58, ~~2021~~2022)
10.20		Third Amendment to Amended and Restated Broadwind, Inc. 2015 Equity Incentive Plan (incorporated by reference to Appendix B to the Company’s Schedule 14A filed April 7, 2023)
10.21		Credit Agreement, dated as of August 4, 2022, by and among Broadwind, Inc., Brad Foote Gear Works, Inc., Broadwind Industrial Solutions, LLC, Broadwind Heavy Fabrications, Inc., 5100 Neville Road, LLC and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed August 8, 2022)

10.22		Guaranty, dated as of August 4, 2022, by Broadwind, Inc., Brad Foote Gear Works, Inc., Broadwind Industrial Solutions, LLC, Broadwind Heavy Fabrications, Inc. and 5100 Neville Road, LLC in favor of Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed August 8, 2022)
10.20		Guaranty, dated as of August 4, 2022, by Broadwind, Inc., Brad Foote Gear Works, Inc., Broadwind Industrial Solutions, LLC, Broadwind Heavy Fabrications, Inc. and 5100 Neville Road, LLC in favor of Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed August 8, 2022)
10.23		Severance and Non-Competition Agreement dated as of August 10, 2022, between Broadwind, Inc. and Thomas A. Ciccone (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed August 12, 2022)
10.21		Severance and Non-Competition Agreement dated as of August 10, 2022, between Broadwind, Inc. and Thomas A. Ciccone (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed August 12, 2022)
10.24		Sales Agreement, dated September 12, 2022, by and among Broadwind, Inc., Roth Capital Partners, LLC and H.C. Wainwright & Co. (incorporated by reference to Exhibit 1.1 to the Company's Current Report on Form 8-K filed September 12, 2022)
10.22		Sales Agreement, dated September 12, 2022, by and among Broadwind, Inc., Roth Capital Partners, LLC and H.C. Wainwright & Co. (incorporated by reference to Exhibit 1.1 to the Company's Current Report on Form 8-K filed September 12, 2022)
10.25		Amendment No. 1 to Credit Agreement and Limited Waiver, dated as of February 8, 2023, by and among Broadwind Inc., Brad Foote Gear Works, Inc., Broadwind Industrial Solutions, LLC, Broadwind Heavy Fabrications, Inc., 5100 Neville Island, LLC and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed February 14, 2023)
10.23		Amendment No. 1 to Credit Agreement and Limited Waiver, dated as of February 8, 2023, by and among Broadwind Inc., Brad Foote Gear Works, Inc., Broadwind Industrial Solutions, LLC, Broadwind Heavy Fabrications, Inc., 5100 Neville Island, LLC and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed February 14, 2023)
10.26		Tax Credit Transfer Agreement, dated as of December 21, 2023, by and between Broadwind Heavy Fabrications Inc. and MarketAxess Holding Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 27, 2023)
10.24		Tax Credit Transfer Agreement, dated as of December 21, 2023, by and between Broadwind Heavy Fabrications Inc. and MarketAxess Holding Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 27, 2023)
10.27		Guaranty, dated as of December 21, 2023, by and between Broadwind, Inc. and MarketAxess Holdings Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed December 27, 2023)
10.25		Guaranty, dated as of December 21, 2023, by and between Broadwind, Inc. and MarketAxess Holdings Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed December 27, 2023)
10.28		Amendment No. 2 to Credit Agreement, dated as of December 19, 2024, by and among Broadwind, Inc., Brad Foote Gear Works, Inc., Broadwind Industrial Solutions, LLC, Broadwind Heavy Fabrications, Inc., 5100 Neville Road, LLC and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 23, 2024)
10.26		Amendment No. 2 to Credit Agreement, dated as of December 19, 2024, by and among Broadwind, Inc., Brad Foote Gear Works, Inc., Broadwind Industrial Solutions, LLC, Broadwind Heavy Fabrications, Inc., 5100 Neville Road, LLC and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 23, 2024)
10.29		Tax Credit Transfer Agreement, dated as of January 28, 2025, by and between Broadwind Heavy Fabrications Inc. and MarketAxess Holdings Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 30, 2025)
10.27		Tax Credit Transfer Agreement, dated as of January 28, 2025, by and between Broadwind Heavy Fabrications Inc. and MarketAxess Holdings Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 30, 2025)
10.30		Guaranty, dated as of January 28, 2025, by and between Broadwind Inc. and MarketAxess Holdings Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed January 30, 2025)
10.28		Guaranty, dated as of January 28, 2025, by and between Broadwind Inc. and MarketAxess Holdings Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed January 30, 2025)
19		Insider Trading Policy (filed herewith)
10.29		Asset Purchase Agreement, dated as of June 4, 2025, by and between Broadwind Heavy Fabrications, Inc. and Wisconsin Heavy Fabrication, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025)
10.30		Sublease Agreement, dated as of June 4, 2025, by and between Wisconsin Heavy Fabrication, LLC and Broadwind Heavy Fabrications, Inc. (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025)
10.31		First Amendment to Asset Purchase Agreement, dated as of August 21, 2025, by and between Broadwind Heavy Fabrications, Inc. and Wisconsin Heavy Fabrication, LLC (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed September 10, 2025)
10.32		Amendment No. 3 to Credit Agreement, dated as of September 22, 2025, by and among Broadwind, Inc., Brad Foote Gear Works, Inc., Broadwind Industrial Solutions, LLC, Broadwind Heavy Fabrications, Inc., 5100 Neville Road, LLC and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 23, 2025)
10.33		Amendment No. 4 to Credit Agreement, dated as of February 4, 2026, by and among Broadwind, Inc., Brad Foote Gear Works, Inc., Broadwind Industrial Solutions, LLC, Broadwind Heavy Fabrications, Inc., 5100 Neville Road, LLC and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 5, 2026)
19		Insider Trading Policy (incorporated by reference to Exhibit 19 to the Company’s Annual Report on Form 10-K for the annual period ended December 31, 2024)
21		Subsidiaries of the Registrant (filed herewith)
23		Consent of RSM LLP (filed herewith)
31.1		Rule 13a-14(a) Certification of Chief Executive Officer (filed herewith)
31.2		Rule 13a-14(a) Certification of Chief Financial Officer (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)
97		Broadwind, Inc. Policy on Recoupment of Incentive-Based Compensation (incorporated by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023)
101		The following financial information from this Form 10-K of Broadwind, Inc. for the year ended December 31, ~~2024~~2025, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, ~~2024~~2025 and ~~2023~~2024, (ii) Consolidated Statements of Operations for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, (iii) Consolidated Statements of Stockholders’ Equity for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, (iv) Consolidated Statements of Cash Flows for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text.
104		Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)

†	Indicates management contract or compensation plan or arrangement.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the ~~fifth~~eleventh day of March, ~~2025~~2026.

	BROADWIND, INC.

	By:	/s/ Eric B. Blashford
		Eric B. Blashford President and Chief Executive Officer (Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons (including a majority of the board of directors) on behalf of the registrant and in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ Eric B. Blashford	President, Chief Executive Officer, and Director (Principal Executive Officer)	March 511, ~~2025~~2026
Eric B. Blashford
/s/ Thomas A. Ciccone	Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	March 511, ~~2025~~2026
Thomas A. Ciccone
/s/ Philip J. Christman	Director	March 511, ~~2025~~2026
Philip J. Christman
/s/ Jeanette A. Press	Director	March 511, ~~2025~~2026
Jeanette A. Press
/s/ David P. Reiland	Director	March 511, ~~2025~~2026
David P. Reiland
/s/ Sachin M. Shivaram	Director	March 511, ~~2025~~2026
Sachin M. Shivaram
/s/ Cary B. Wood	Director	March 511, ~~2025~~2026
Cary B. Wood

Filing Compare · BROADWIND, INC.