NWPX Infrastructure, Inc. (NWPX) Business

Item 1. Business

Unless otherwise indicated, the terms “the Company,” “NWPX Infrastructure,” “we,” “our,” and “us” are used in this 2025 Form 10‑K to refer to NWPX Infrastructure, Inc. or one of our consolidated subsidiaries or to all of them taken as a whole. We were incorporated in the State of Oregon in 1966.

Overview

NWPX Infrastructure, Inc., formerly known as Northwest Pipe Company, is a leading manufacturer of water-related infrastructure products, and operates in two segments, Water Transmission Systems (“WTS”), operating as the Northwest Pipe Company brand, and Precast Infrastructure and Engineered Systems (“Precast”), which includes the brands NWPX Geneva and NWPX Park. Under the Northwest Pipe Company brand, we are the largest manufacturer of engineered water transmission systems in North America and produce steel casing pipe, bar-wrapped concrete cylinder pipe, and pipeline system joints and fittings. We also provide solution-based products for a wide range of markets including high-quality reinforced precast concrete products, lined precast sanitary sewer system structures, water distribution and management equipment including pump lift stations, wastewater pretreatment, and stormwater quality products. We have broadened our manufacturing footprint by bringing lined and engineered precast products into production at additional facilities. This increases our capacity and improves regional availability. Strategically positioned to meet growing water and wastewater infrastructure needs, our skilled team is committed to quality and innovation while upholding our core values of accountability, commitment, and teamwork. Headquartered in Vancouver, Washington, we operate 13 manufacturing facilities across North America.

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

Company Name

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

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

Our Segments

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

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

Recent Strategic Actions

On February 23, 2026, we completed the acquisition of 100% of the shares of Boughton’s Precast, Inc. (“Boughton”), a single precast facility located in Pueblo, Colorado, for a purchase price of approximately $9.0 million. This acquisition expands our geographic footprint for our stormwater infrastructure and sanitary sewer products including manholes, catch basins, vaults, and reinforced concrete pipe.

Our Industries

Much of the United States water infrastructure is antiquated and many authorities, including the United States Environmental Protection Agency (“EPA”), believe the United States water infrastructure is in critical need of update, repair, or replacement. A combination of new population centers, rising demand on developed water sources, substantial underinvestment in water infrastructure over the past several decades, drought conditions, climate change, and increasingly stringent regulatory policies are driving demand for water infrastructure projects in the United States. These trends are intensifying the need for new water infrastructure as well as the need to upgrade, repair, and replace existing water infrastructure. While we believe this offers the potential for increased demand for our water infrastructure products and other products related to water transmission, budgetary pressures could impact governmental and public water agency projects in the near-term.

Federal initiatives to improve the conditions of the aging water infrastructure include the Water Finance Center at the EPA and the Water and Environmental Programs at the U.S. Department of Agriculture. The Bipartisan Infrastructure Deal (Infrastructure Investment and Jobs Act (“IIJA”)), signed into law in November 2021, will invest $55 billion to expand access to clean drinking water for households, businesses, schools, and childcare centers all across the country. According to the August 2025 Bluefield Research Insight Report – Infrastructure Investment & Jobs Act: Tracking the Spending, Q3 2025, approximately $5 billion earmarked under the IIJA has currently been awarded to Drinking Water State Revolving Loan Fund (“DWSRF”) recipients via subawards. The DWSRF, a federal-state partnership and financial assistance program to help water systems and states achieve the health protection objectives of the Safe Drinking Water Act, provided $4.4 billion in assistance in fiscal 2023 and $57.3 billion in assistance since 1997, according to the 2023 DWSRF Annual Report. Separately, according to its latest report, 2024 Annual Report, the EPA’s Water Infrastructure Finance and Innovation Act program, a federal credit program for eligible water and wastewater infrastructure projects, closed 18 loans totaling $2 billion in 2024. As of January 22, 2026, according to the EPA, 149 loans totaling over $23 billion have closed since funding through the program began in 2018.

In addition to the Federal initiatives, individual states are also taking action. In November 2013, the State of Texas earmarked $27 billion of future bond funding for state water projects over the next 50 years through their State Water Implementation Fund for Texas (“SWIFT”). This program provides low-interest loans, extended payment terms, deferral of loan repayments, and incremental repurchase terms for projects with state ownership aspects. As of December 31, 2025, SWIFT has committed $17.0 billion in assistance toward state water plan projects according to its Fiscal Year 2025 SWIFT Project Status Report. In November 2025, the State of Texas also approved the allocation up to $1 billion annually of sales tax revenues to the Texas Water Fund from 2027 to 2047. The funds are to be used to fix infrastructure, develop new water sources, and support conservation efforts to help meet the state’s increasing water demands. In November 2014, the State of California approved the Water Quality, Supply and Infrastructure Improvement Act which authorizes $7.5 billion in general obligation bonds to fund state water supply infrastructure projects, such as public water system improvements, surface and groundwater storage, drinking water protection, water recycling and advanced water treatment technology, water supply management and conveyance, wastewater treatment, drought relief, emergency water supplies, and ecosystem and watershed protection and restoration. Nearly all of these funds have now been committed, which prompted the passing of California’s Safe Drinking Water, Wildfire Prevention, Drought Preparedness and Clean Air Bond Act in November 2024. The new funding is expected to provide approximately $4 billion for water infrastructure-related projects. Our strategically located manufacturing facilities are well-positioned to take advantage of the anticipated growth in demand.

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Water Transmission Systems. Our large-diameter, engineered welded steel pipeline systems are utilized in water, energy, structural, and plant piping applications. Our core market is the large-diameter, high-pressure portion of a water transmission pipeline that is typically at the “upper end” of a pipeline system. This is the portion of the overall water pipeline that generally transports water from the source to a treatment plant or from a treatment plant into the distribution system, rather than the small lines that deliver water directly into households.

In its Seventh Drinking Water Infrastructure Needs Survey and Assessment released in September 2023, the EPA estimated the nation will need to spend $625 billion on public water system infrastructure capital improvements from 2021 to 2040 to continue to provide safe drinking water to the public. The American Society of Civil Engineers (“ASCE”) has given poor ratings to many aspects of the United States water infrastructure in their latest report, the 2025 Infrastructure Report Card for Drinking Water. The Bridging the Gap: Economic Impacts of National Infrastructure Investment, 2024-2043 report published by ASCE and EBP in May 2024 anticipates there will be cumulative infrastructure needs for drinking water, wastewater, and stormwater infrastructure of $1.7 trillion from 2024 to 2033 and $3.6 trillion from 2024 to 2043.

According to the United States Census Bureau, the population of the United States will increase by approximately 21 million people between 2026 and 2050. The increase will require substantial new infrastructure, as the existing United States water infrastructure is not equipped to provide water to millions of new residents. The development of new sources of water at greater distances from population centers will drive the demand for new water transmission lines. Climate change may be a cause for drought conditions in some regions of the country which increases the demand for new infrastructure. According to ConstructConnect’s Winter 2025 Construction Starts Forecast, U.S. water and sewage treatment construction starts are forecasted to be $60.3 billion in 2026.

As water systems degrade over time and cause failures, many current water supply sources are in danger of reaching the end of their useful life. Much of the drinking water infrastructure in major cities was built in the mid-20th century with a lifespan of 75 to 100 years. In its 2025 Infrastructure Report Card for Drinking Water, the ASCE estimates there are approximately 240,000 water main breaks per year in the United States, resulting in roughly $2.6 billion in repair and maintenance costs. The ASCE also reports that nearly 20% of installed water mains (a little more than 450,000 miles of pipe) were reported to have exceeded their useful lives but are still awaiting replacement due to inadequate funding. These aging water and wastewater systems will drive demand for future investment.

Precast Infrastructure and Engineered Systems. Our high-quality precast and reinforced concrete products are typically used in low-pressure, gravity fed sewer and stormwater applications. Demand for these products is generally influenced by general economic conditions such as housing starts, commercial development, population growth, and interest rates. In addition, the continued expansion of data center development, driven by cloud computing and artificial intelligence applications, is contributing to increased demand for stormwater management, wastewater pretreatment, and related water infrastructure solutions, creating additional opportunities. New residential and commercial construction and transportation department funding of individual states impact our market.

According to the United States Census Bureau, the privately-owned housing starts were at a seasonally adjusted annual rate of 1.4 million in December 2025 and 1.5 million in December 2024. The October 2025 Construction Coverage U.S. Cities Building the Most Homes indicates Utah and Texas, where our Precast manufacturing facilities are located, are in the top six of U.S. states building the most homes. Our market in Texas is also driven by commercial development. According to ConstructConnect’s Winter 2025 Construction Starts Forecast, non-residential building in Texas is forecasted to grow 7.0% in 2026 compared to the 2025 forecast of $62.5 billion.

In its 2025 Infrastructure Report Card for Wastewater, the ASCE states that over the last decade, the sector’s renewal and replacement rate for large capital projects decreased from 3% to 2% while the average number of collection system failures for combined water utilities increased from 2 to 3.3 per 100 miles of pipe, indicating the impacts of aging infrastructure. In its 2025 Infrastructure Report Card for Stormwater, the ASCE warns that as the area covered by impervious surfaces expands at a rate of 1% every five years, impacts of stormwater runoff increase and can lead to urban flooding. In addition, deferred maintenance is expected to increase the likelihood of urban flooding and threatens water quality. In the U.S., the length of impaired rivers and streams increased from 424,000 miles in 2010 to over 703,000 miles in 2022. Bluefield Research’s August 2025 Analyst Presentation: U.S. & Canada Municipal Utility Capital Improvement Plans; Water, Wastewater, and Stormwater Budget Outlook, 2025-2034 estimated the utilities captured in its analysis are projecting approximately $173 billion in capital investment between 2025 and 2034 of for wastewater and approximately $29 billion for stormwater.

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Backlog and Order Book

Water Transmission Systems. We measure backlog as a key metric to evaluate the commercial health of our water infrastructure steel pipe business. Backlog represents the balance of remaining performance obligations under signed contracts for WTS water infrastructure steel pipe products for which revenue is recognized over time. Binding agreements received by us may be subject to cancelation or postponement; however, cancelation would obligate the customer to pay the contract consideration proportional to the costs we have incurred through the cancelation date. As of December 31, 2025 and 2024, backlog was $234 million and $213 million, respectively. Backlog as of any particular date may not be indicative of actual operating results for any fiscal period. There can be no assurance that any amount of backlog ultimately will be realized. Separate from our backlog, we have been notified that we are the successful bidder on additional projects, but binding agreements have not been executed (“confirmed orders”). As of December 31, 2025 and 2024, backlog including confirmed orders was $346 million and $310 million, respectively. Projects for which a binding agreement has not been executed could be canceled without penalty.

Precast Infrastructure and Engineered Systems. We measure order book as unfulfilled orders outstanding at the measurement date for Precast products. As of December 31, 2025 and 2024, order book was $57 million and $61 million, respectively. Order book as of any particular date may not be indicative of actual operating results for any fiscal period. There can be no assurance that any amount of order book ultimately will be realized. As unfulfilled orders do not have binding agreements, orders may be canceled without penalty.

Products

Water Transmission Systems. Water infrastructure steel pipe is used for high-pressure applications, typically requiring pipe to withstand pressures in excess of 150 pounds per square inch. Most of our water transmission products, mainly welded steel pipe and bar-wrapped cylinder pipe, are made to project specifications for fully engineered, large-diameter, high-pressure water infrastructure systems. Other uses include power generation circulating water systems, penstocks, pipe piling, and water and wastewater treatment plants. Spiral welded pipe is manufactured in diameters ranging from 24 inches to 156 inches with wall thickness of 0.135 inches to 1.00 inch. Our rolled and welded capabilities allow for manufacturing diameters greater than 156 inches and wall thicknesses exceeding 1.00 inch. Lining and coating capabilities include cement mortar, polyurethane, epoxy, and polyethylene tape according to our customers’ project specifications. Fabrication of fittings are performed at our own facilities providing installation contractors and project owners with a complete engineered system. Product is delivered to the jobsite using commercial trucks or marine transport as needed.

We manufacture Permalok® steel casing pipe, which is a proprietary pipe joining system that employs a press-fit interlocking connection system. The Permalok® product is generally installed in trenchless construction projects.

Precast Infrastructure and Engineered Systems. We manufacture a variety of high-quality precast concrete products for water, wastewater, and adjacent infrastructure applications. Our precast products include RCP, manholes, box culverts, vaults, catch basins, oil water separators, pump lift stations, lined RCP and manholes, and other precast infrastructure products.

We manufacture RCP in sizes ranging from twelve inches to 96 inches in diameter and in a variety of strength classes to ASTM International and American Association of State Highway and Transportation Officials (“AASHTO”) specifications which are primarily used for water transmission, sanitary sewer systems, storm drainage, and utilities fabrication. Our manholes, box culverts, vaults, and other structural products come in a variety of dimensions. Our lined products include high-density polyethylene (“HDPE”), polypropylene, or fiber reinforced plastic internal liners within manholes and RCP, providing additional corrosion protection in sanitary sewer and wastewater environments.

We also manufacture pre-assembled stormwater, wastewater, and water management systems housed predominantly in precast concrete or steel housings, including water meter assemblies, break tank systems, pump lift stations, and backflow prevention systems. Our stormwater products include catch basins, canal valves, and interceptors capable of removing sediments, trash, and oil from stormwater runoff, while our wastewater products protect the environment and limit pollutants from entering sewer systems and include interceptors designed to neutralize and macerate foreign materials such as fats, oils, and greases in wastewater for hospitals, service stations, restaurants, and other commercial applications. Our units are pre-assembled in a quality-controlled environment and are delivered ready to install to the job site, providing significant savings from onsite assembly.

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Manufacturing and Product Development

Water Transmission Systems. Water infrastructure steel pipe manufacturing begins with the preparation of engineered drawings of each unique piece of pipe in a project. These drawings are prepared on our proprietary computer-aided design system and are used as blueprints to manufacture pipe. After the drawings are completed and approved, the manufacturing of engineered steel water pipe begins by feeding a steel coil continuously at a specified angle into a spiral weld mill which cold-forms the band into a tubular configuration with a spiral seam. Automated arc welders, positioned on both the inside and the outside of the tube, are used to weld the seam. The welded pipe is then cut at the specified length. After completion of the forming and welding phases, the finished cylinder is tested and inspected in accordance with project specifications, which may include 100% radiographic analysis of the weld seam. The cylinders are then coated and lined as specified. Possible coatings include polyurethane paint, polyethylene tape, epoxy, and cement mortar. Following coating and lining, certain pieces may be custom fabricated as required for the project. This process is performed at our on-site fabrication facilities.

Precast Infrastructure and Engineered Systems. Precast concrete products are manufactured using either a dry cast or wet cast concrete mix, depending on the size of the piece and the number of identical pieces to be manufactured. In the dry cast method, a concrete mix with low water content, known as zero-slump concrete, is poured into a mold and then densely compacted around the steel reinforcement cage using a variety of manufacturing methods. The concrete structure is immediately removed from the mold and allowed to cure in a high humidity environment to ensure proper hydration of the concrete. This method allows multiple pieces to be produced from the same mold each day and is most suitable for high volume, repetitive manufacturing. We also manufacture RCP by producing a steel mesh cage, enclosing it in a form or mold, and then pouring concrete around it to produce the pipe. In the wet cast method, a concrete mix with relatively high water content is poured into a mold and allowed to cure in the mold, which can take from four to 16 hours.

We recently completed the installation in our Salt Lake City facility of a fully automated production system for concrete pipe and manhole components that offers greater efficiency and safety and increased our production capacity of RCP and manholes up to 60 inches in diameter. We are currently investing in a new catch basin machine capable of producing dry cast basins in excess of five square feet while providing significant cost advantages for the smaller sizes we currently manufacture. That project is expected to be completed in 2026. Additionally, to further diversify our product offerings, we continue to upgrade our monolithic precast forms which expand our production capabilities of dry utility products, which are now possible at both NWPX Geneva and NWPX Park. Our Houston facility includes a metal fabrication plant to build welded steel tanks required in many of our water storage tanks, dewatering containers, or other above ground housing or storage units. The metal fabrication plant also manufactures custom hatchways, ladders, and other parts needed for our environmental equipment.

We work hand-in-hand with our customers to develop custom water infrastructure products that help protect the environment. Many of our precast wastewater, stormwater, water management, and process systems include integrated Original Equipment Manufacturer components that we build out at our facilities into the finished solution. We build and test each unit to industry standards in our quality-controlled certified facilities. The units arrive at the jobsite ready to install, which reduces jobsite construction time and the need for specialized trades on site.

Technology. Advances in technology help us produce high-quality products at competitive prices. We have invested in modern welding and inspection equipment to improve both productivity and product quality. We own interlocking pipe joining system technologies (Permalok®) that provide an alternate joint solution used for connecting steel pipes. The Permalok® Radial Bending Joint enables steel pipe to be installed along a curved radius in microtunneling applications. This patent-pending technology is a groundbreaking advancement in trenchless construction and allows the pipe path to bend in any direction around existing utility lines, monuments, and building foundations. Benefits to the contractor include a smaller jobsite footprint, fewer shafts, and more precise execution of tunneling over longer distances. One of our team’s latest achievements is the InfraShield® Joint System which effectively absorbs deformation imposed by differential settlement or seismic events for use in challenging geological conditions. This technology is unique as it requires no changes to field installation seen with other seismic resistant pipe joints. We announced the patent on this product in February 2025.

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In addition, we are licensed to manufacture a conventional RCP with an HDPE liner to protect concrete pipe from corrosion, and a lined manhole system, which integrates a monolithic precast concrete base with a plastic liner that is chemically resistant to raw sewage gases. Newly added to our corrosion-resistant lined products is the fiber reinforced polymer (“FRP”) panel for rehabilitating large wastewater structures. The half-inch thick panel consists of seven layers including a high-strength honeycomb and an FRP gel coat. The panels are mechanically anchored to the inside of a structure and sealed to form a gas and water-tight lining. The FRP panel system is ideal for rehabilitating existing large concrete wastewater structures and extending the structure service life by decades.

Another new product offering is the Hybrid polyvinyl chloride (“PVC”) Manhole System, a cost-effective and corrosion-free solution for sanitary sewer rehabilitation. This system combines the corrosion and abrasion resistance benefits of traditional lined precast manholes with the ease of installation and the widespread availability of PVC pipes. Each unit includes an FRP-lined reinforced concrete base and lid and a PVC riser. Installation is quick and easy, and labor can be 100% self-performed by the contractor in the field.

We have achieved UL 508A certification for control panel systems that we incorporate into many of our water, wastewater, and stormwater infrastructure products. This certification indicates that a product has been tested by UL Solutions and meets scientific safety, quality, and security standards including correct component selection, proper conductor sizing, protection, and spacing; verified short-circuit current ratings; and accurate labeling, documentation, and wiring methods. This certification also assures our customers the product is in compliance with the National Electrical Code Article 409 and is expected to simplify permitting and inspection, streamline approvals, and shorten project timelines. UL certified control systems can be found on many of NWPX Park’s core products including oil-water separators, grease interceptors, lift stations, water storage units, metering backflow units, potable water, fire protection, and irrigation systems.

To stay current with technological developments in the United States and abroad, we participate in trade shows, industry associations, research projects, and vendor trials of new products. We believe our staff includes some of the most tenured and experienced pipe manufacturing and water infrastructure professionals in the nation.

Intellectual Property. We own various patents, registered trademarks and trade names and applications for, or licenses in respect of the same, that relate to our various products, including a number of innovative technologies relating to water infrastructure as well as precast infrastructure and engineered systems produced by NWPX Park and NWPX Geneva. We also license intellectual property for use in certain products from unaffiliated third parties. We believe that our patents, trademarks, and trade names are adequately protected and that any expiration or other loss of one or more of our patents or other intellectual property rights would not have a material adverse effect upon our business, financial condition, or results of operations.

Quality Assurance. We have quality management systems in place that assure we are consistently providing products that meet or exceed customer and applicable regulatory requirements. All of our water transmission systems manufacturing facilities’ quality management systems in the United States and Mexico are registered under a multi-site registration by the International Organization for Standardization. All of our water transmission systems manufacturing facilities are certified by NSF for cement lining. We are certified for specific precast and reinforced concrete products or operations by the National Precast Concrete Association and the National Ready Mixed Concrete Association. We also follow and make products to the following standards and specifications: American Institute of Steel Construction, American Society of Mechanical Engineers, American Welding Society, Caltrans, American Water Works Association, ASTM International, AASHTO, and the ASCE. All of our steel pipe nondestructive evaluation technicians are qualified and certified to the guidelines of the American Society for Nondestructive Testing, Inc.

Our quality assurance/quality control department is responsible for monitoring and measuring the characteristics of our products. Inspection capabilities include, but are not limited to, visual, dimensional, liquid penetrant, magnetic particle, hydrostatic, ultrasonic, conventional, computed and real-time x-ray/radioscopic, base material tensile, yield and elongation, sand sieve analysis, concrete compression, lining and coating dry film thickness, adhesion, concrete absorption, guided bend, charpy impact, hardness, metallurgical examinations, chemical analysis, spectrographic analysis, and finished product final inspection. Our products are not released for customer shipment until there is verification that all requirements have been met.

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Marketing

Water Transmission Systems. Our seven steel pipe manufacturing facilities in Oregon, California, West Virginia, Texas, Missouri, and Mexico allow us to efficiently serve customers throughout North America. The primary customers for our water infrastructure steel pipe products are installation contractors for projects funded by public water agencies. Our marketing strategy emphasizes early identification of potential water projects, promotion of specifications consistent with our capabilities and products, and close contact with the project designers and owners throughout the design phase. Our in-house sales force is comprised of sales representatives, engineers, and support personnel who work closely with public water agencies, contractors, and engineering firms, often years in advance of a project bid date. These relationships allow us to identify and evaluate planned projects at early stages, and pursue these projects by offering technical support and resources. After an agency completes a design, they publicize the upcoming bid for a water transmission project. We then obtain detailed plans and develop our estimate for the pipe portion of the project. We typically bid to installation contractors who include our bid in their proposals to public water agencies. A public water agency generally awards the entire project to the contractor with the lowest responsive bid.

Precast Infrastructure and Engineered Systems. Our six precast and water systems manufacturing facilities are in Texas and Utah with the majority of our customers located in Texas, the Intermountain West region, and surrounding states. We support sales to other regions with our remote-based national sales team. The primary customers for our precast infrastructure and reinforced concrete products are installation contractors for various commercial, government, residential, and industrial projects. Our marketing strategy emphasizes our product quality and variety of offerings, competitive pricing, customer service, delivery, and technical expertise. We market many of our engineered systems with preinstalled components as having the advantage of reduced field install time, the elimination of multiple vendors, and higher quality control. Our sales force is comprised of in-house and remote sales representatives, engineers, and support personnel who work closely with the customers to find the right product or solution for their specific need.

Competition

Water Transmission Systems. Most water infrastructure steel pipe projects are competitively bid and price competition is vigorous. Price competition may reduce the gross margin on sales, which may adversely affect overall profitability. Other competitive factors include timely delivery, customized specifications, and high freight costs which may limit the ability of manufacturers located in other market areas to compete with us. With water infrastructure steel pipe manufacturing facilities in Oregon, California, West Virginia, Texas, Missouri, and Mexico, we believe we can more effectively compete throughout North America. Our primary competitor in the western United States and southwestern Canada is West Coast Pipe. East of the Rocky Mountains, our primary competitors are Thompson Pipe Group, American SpiralWeld Pipe, and Mid America Pipe Fabricating & Supply, LLC. Our competitors could build new facilities or expand capacity within our market areas. New or expanded facilities or new competitors could have a material adverse effect on our market share, product pricing, sales, gross margins, and overall profitability in our business.

Precast Infrastructure and Engineered Systems. Our six precast and reinforced concrete product manufacturing facilities in Texas and Utah have several local competitors which are primarily other precast concrete manufacturers in the respective states where we operate. Our primary competitors are Oldcastle Infrastructure and Harper Precast Concrete Company in Utah and Oldcastle Infrastructure and AmeriTex Pipe & Products LLC in Texas.

Raw Materials and Supplies

We have at least two suppliers for most of our raw materials. We believe our relationships with our suppliers are positive and do not expect that we will experience shortages of raw materials or components essential to our production processes or that we will be forced to seek alternative sources of supply. Any shortages of raw materials may result in production delays and costs, which could have a material adverse effect on our financial position, results of operations, or cash flows.

Water Transmission Systems. The main raw component in our steel pipe manufacturing process is steel. We have historically purchased hot rolled steel coil and steel plate from both domestic and foreign steel mills. Our suppliers include Steel Dynamics, Inc., Nucor Corporation, SSAB, North Star BlueScope Steel, United States Steel Corporation, and JSW Steel USA. Steel is normally purchased after the steel pressure pipe orders are confirmed with an executed contract. Purchased steel represents a substantial portion of our cost of sales. The steel industry is highly cyclical in nature and steel prices fluctuate significantly, influenced by numerous factors beyond our control, including trade restrictions and tariffs, general economic conditions, availability of raw materials, energy costs, import duties, and currency exchange rates.

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Precast Infrastructure and Engineered Systems. The main raw components in our precast and reinforced concrete products are cement, steel, and aggregate, which are widely available commodities. When possible, we source these raw materials from suppliers near our facilities.

Seasonality

Our operations can be affected by seasonal variations and our results tend to be stronger in the second and third quarters of each year due to typically milder weather in the regions in which we operate. We are more likely to be impacted by severe weather events, such as hurricanes and excessive flash flooding, snow, ice, or frigid temperatures, which may cause temporary, short-term anomalies in our or our customers’ operational performance in certain localized geographic regions. However, these impacts usually have not been material to our operations as a whole. See Part I — Item 1A. “Risk Factors” of this 2025 Form 10‑K for further discussion.

Government Regulations

We are subject to various environmental, health, and employee safety laws and regulations. We believe we are in material compliance with these laws and regulations and do not currently believe that future compliance with such laws and regulations will have a material adverse effect on our capital expenditures, earnings, or competitive position. Nevertheless, we cannot guarantee that, in the future, we will not incur additional costs for compliance or that such costs will not be material.

In particular, we are subject to federal, state, local, and foreign environmental regulations, violations of which could lead to fines, penalties, other civil sanctions, or criminal sanctions. These environmental laws and regulations govern emissions to air; discharges to water; and the generation, handling, storage, transportation, treatment, and disposal of waste materials. We operate under numerous governmental permits and licenses relating to air emissions, stormwater runoff, and other environmental matters. We are subject to environmental laws requiring the investigation and cleanup of environmental contamination at properties we presently own or operate and at third-party disposal or treatment facilities to which these sites send or arrange to send hazardous waste. For example, we have been identified as a potentially responsible party at the Portland Harbor Superfund Site discussed in Note 14, “Commitments and Contingencies” of the Notes to Consolidated Financial Statements in Part II — Item 8. “Financial Statements and Supplementary Data” of this 2025 Form 10‑K. Estimating liabilities for environmental investigations and cleanup is complex and dependent upon a number of factors beyond our control which may change dramatically. We have no reserves for environmental investigation or cleanup, and we believe this is appropriate based on current information; however, we cannot provide assurance that our future environmental investigation and cleanup costs and liabilities will not result in a material expense.

Human Capital Resources

At NWPX Infrastructure, we recognize that our employees are the foundation of our success. We are committed to fostering a workplace where all individuals have the opportunity to grow, contribute, and succeed. Our approach to human capital management is centered on fairness, professional development, competitive compensation, and employee safety and well-being.

Employees. As of December 31, 2025, we had 1,318 employees, the overwhelming majority of which were full-time. Approximately 65% of our workforce are hourly production employees, while 35% are administrative support and management. As of December 31, 2025, none of our employees were subject to a collective bargaining agreement with a labor union. We consider our relations with our employees to be good. The average tenure of our employees is approximately 8 years of service. We believe the risk of employee or union led disruption to production is low.

Compensation and Benefits. Maintaining a sufficient number of skilled employees in order to support the operations at our corporate office and various manufacturing sites continues to be a key focus at NWPX Infrastructure. To that end, we offer a wide array of company-paid benefits to our employees both in the United States and Mexico. Benefits may vary between locations due to customary local practices and statutory requirements, or due to an employee’s full or part time status, work location, position, or tenure.

We are committed to maintaining competitive and equitable compensation practices and believe that as a whole our compensation packages are competitive relative to others in our industry. Our pay structures are regularly reviewed to align with market standards and reward performance, ensuring that employees are recognized for their contributions to the Company.

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Culture. Our key values are captured in the acronym ACT, which stands for Accountability, Commitment, and Teamwork, which we seek to demonstrate in our daily actions. Our executive leadership team guides our strategic direction to provide innovative water, environmental, and other infrastructure solutions for a wide range of commercial, residential, and municipal applications which are manufactured safely (see Health and Safety below) and efficiently. As a trusted partner to engineering firms, contractors, and water municipalities, we strive for operational, manufacturing, and client service excellence. Our success stems from our employees delivering product to our customers that consistently meets or exceeds their expectations.

We believe that our employees are our best resources. In order to recognize and reward the continued commitment and teamwork of our employees, when positions that may offer opportunities for advancement become open at NWPX Infrastructure, we first try to fill those positions from within. We provide employees with opportunities to enhance their skills, and advance their careers through training programs, mentorship and leadership development.

Health and Safety. Our goal is to send each employee home safe at the end of the day. As such, safety is at the central core of our culture, and is infused at every level of our organization. More than just policy and procedure, our safety program gives equal focus to the human side of safety, integrating coaching and mentoring efforts with compliance-driven approaches. By instilling a deep commitment to safety that reaches from our Chief Executive Officer to our general laborers, we have achieved industry-leading safety performance. Over the last four years, our average total recordable incident rate was 1.54 and our average days away rate was 0.31, calculated in accordance with the Occupational Safety and Health Administration’s record keeping requirements. Each of our facilities utilize various interactions to achieve this performance, from a toolbox meeting to cover the day’s work and any particular safety concern, to monthly Safety Plan Meetings, ‘No Days Away’ Safety Awards, and our employee-favorite, Safety Day. Each year, a facility may close for one full day, or “Safety Day,” to cover safety training and updates. Outside vendors demonstrate the latest safety procedures and equipment in a hands-on, fun atmosphere.

As a manufacturer, we work hard to eliminate hazards associated with high-risk work and have measures in place that include programs for fall protection, heavy equipment operation, and lockout/tagout. We also focus on personal safety issues, such as complacency and fatigue. We offer our employees medical, dental, and vision insurance coverage to support their physical and mental well-being.

Ethics and Compliance. We take pride in the high standards of conduct that identifies us as a company. We have controls in place relating to compliance with our Code of Business Conduct and Ethics (“Code”), including a requirement for employees to review and understand the requirements of our Code, as well as an established whistleblower hotline and related procedures. Our Code, along with other key governance policies, is published on our website.

We conduct training on our Code in regular intervals during the employee’s life cycle with us. The most recent ethics training for all salaried employees was conducted in the fourth quarter of 2024. We also conduct anti-trust training annually. The most recent anti-trust training for certain senior management and sales employees was conducted in the second quarter of 2025.

Information About Our Executive Officers

Information about our executive officers is set forth under the caption “Directors, Executive Officers, Promoters and Control Persons” in Part III — Item 10. “Directors, Executive Officers and Corporate Governance” of this 2025 Form 10‑K and is incorporated herein by reference.

Available Information

Our internet address is www.nwpx.com. Our Annual Reports on Form 10‑K, Quarterly Reports on Form 10‑Q, Current Reports on Form 8‑K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. All statements made in any of our securities filings, including all forward-looking statements or information, are made as of the date of the document in which the statement is included, and we do not assume or undertake any obligation to update any of those statements or documents unless we are required to do so by law. Our website and the information contained therein or connected thereto are not incorporated into this 2025 Form 10‑K.

Additionally, the SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.