Form 8-K

8-K — NWPX Infrastructure, Inc.

Accession: 0001437749-26-024881

Filed: 2026-07-29

Period: 2026-07-29

CIK: 0001001385

SIC: 3317 (STEEL PIPE & TUBES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — nwpx20260501_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_954632.htm)

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0001001385

2026-07-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 29, 2026

NWPX Infrastructure, Inc.

(Exact name of registrant as specified in its charter)

Oregon

0-27140

93-0557988

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

201 NE Park Plaza Drive, Suite 100

Vancouver, WA 98684

(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code: 360-397-6250

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

NWPX

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 2.02.

RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On July 29, 2026, NWPX Infrastructure, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2026 and its current outlook. The press release contains forward-looking statements regarding the Company, and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated. The press release issued July 29, 2026 is furnished herewith as Exhibit No. 99.1 to this Report, and shall not be deemed filed for purposes of Section 18 of the Exchange Act.

Item 9.01.

FINANCIAL STATEMENTS AND EXHIBITS

(d)

Exhibits

99.1 Press Release issued by NWPX Infrastructure, Inc. dated July 29, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on July 29, 2026.

NWPX INFRASTRUCTURE, INC.

(Registrant)

/s/ Aaron Wilkins

Aaron Wilkins,

Senior Vice President, Chief Financial Officer, and Corporate Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_954632.htm · Sequence: 2

ex_954632.htm

Exhibit 99.1

NWPX Infrastructure Announces Second Quarter 2026 Financial Results

•

Record net sales of $159.5 million, up 19.7% year-over-year, and record gross profit of $34.4 million, up 35.5% year-over-year

•

Record Water Transmission Systems segment (“WTS”) net sales of $113.2 million, up 33.8% year-over-year, and record WTS gross profit of $24.2 million, up 60.9% year-over-year

•

Precast Infrastructure and Engineered Systems segment (“Precast”) net sales of $46.3 million, down 4.8% year-over-year, and Precast gross profit of $10.1 million, down 1.7% year-over-year

•

Record second quarter net income of $15.8 million, or $1.62 per diluted share

•

WTS backlog1 of $305 million; backlog including confirmed orders2 of $423 million

•

Precast order book3 of $61 million

VANCOUVER, Washington—July 29, 2026—NWPX Infrastructure, Inc. (NASDAQ: NWPX) (“NWPX Infrastructure” and the “Company”), a leading manufacturer of water-related infrastructure products, today announced its financial results for the second quarter ended June 30, 2026. The Company will broadcast its second quarter 2026 earnings conference call on Thursday, July 30, 2026 at 7:00 a.m. PT.

Management Commentary

“The second quarter of 2026 marked another outstanding quarter for NWPX Infrastructure as we delivered record financial results highlighted by revenue of $159.5 million, gross profit of $34.4 million, representing a 21.5% gross margin, and diluted earnings per share of $1.62,” said Scott Montross, President and Chief Executive Officer of NWPX Infrastructure. “These results reflect the strength of our diversified business model and the disciplined execution of our long-term strategy.”

Mr. Montross continued, “Our Water Transmission Systems segment once again delivered exceptional performance, establishing new quarterly records with revenue of $113.2 million and gross profit of $24.2 million. Gross margin expanded 360 basis points over the prior-year quarter to 21.4%, demonstrating the continued benefits of disciplined project execution and favorable pricing. We also exited the quarter with WTS backlog including confirmed orders of approximately $423 million, supported by robust bidding activity throughout the quarter, which is continuing into the third quarter.”

“In our Precast Infrastructure and Engineered Systems segment, the quarter began slower than anticipated as unusually heavy rainfall in Texas and customer-driven project delays at our Utah facilities impacted activity during April and May. However, business conditions improved significantly during June, allowing the segment to finish the quarter with strong momentum. Gross margins improved 70 basis points compared to the second quarter of 2025, and our order book ended the quarter at $61 million, positioning the business well for the remainder of the year.”

Mr. Montross concluded, “Looking ahead, we expect performance in the third quarter of 2026 to be comparable to, or stronger than, the second quarter of 2026. Demand across our end markets remains healthy, bidding activity continues at elevated levels, and our Precast business is carrying positive momentum into the second half of the year. As a result, 2026 is shaping up to be a historic year for NWPX Infrastructure.”

Second Quarter 2026 Financial Results

Consolidated

•

Net sales increased 19.7% to $159.5 million from $133.2 million in the second quarter of 2025.

•

Gross profit increased 35.5% to $34.4 million, or 21.5% of net sales, from $25.4 million, or 19.0% of net sales, in the second quarter of 2025.

•

Net income increased 74.7% to $15.8 million, or $1.62 per diluted share, compared to $9.1 million, or $0.91 per diluted share, in the second quarter of 2025. The second quarter 2026 marked the highest net income in the Company’s history aside from the third quarter of 2018 which included a $21.9 million bargain purchase gain associated with the acquisition of Ameron Water Transmission Group, LLC.4

Water Transmission Systems Segment (WTS)

•

WTS net sales increased 33.8% to $113.2 million from $84.6 million in the second quarter of 2025 driven by a 26% increase in tons produced resulting from changes in project timing and a 6% increase in selling price per ton due to changes in product mix.

•

WTS gross profit increased 60.9% to $24.2 million, or 21.4% of WTS net sales, from $15.1 million, or 17.8% of WTS net sales, in the second quarter of 2025 due to increased volume, including related operational efficiency gains, and favorable project pricing and product mix.

•

WTS backlog was $305 million as of June 30, 2026, compared to $373 million as of March 31, 2026, and $298 million as of June 30, 2025. Backlog including confirmed orders was $423 million as of June 30, 2026, compared to $430 million as of March 31, 2026, and $348 million as of June 30, 2025.

Precast Infrastructure and Engineered Systems Segment (Precast)

•

Precast net sales decreased 4.8% to $46.3 million from $48.6 million in the second quarter of 2025 driven by an 11% decrease in volume shipped partially offset by a 7% increase in selling prices primarily due to changes in product mix.

•

Precast gross profit decreased 1.7% to $10.1 million, or 21.9% of Precast net sales, from $10.3 million, or 21.2% of Precast net sales, in the second quarter of 2025.

•

Precast order book was $61 million as of June 30, 2026, compared to $55 million as of March 31, 2026, and $56 million as of June 30, 2025.

Balance Sheet and Cash Flow

•

As of June 30, 2026, the Company had no outstanding revolving loan borrowings and additional borrowing capacity of approximately $124 million under the revolving credit facility.

•

Net cash provided by operating activities was $14.1 million in the second quarter of 2026 compared to $5.4 million in the second quarter of 2025 primarily due to a $7.5 million increase in net income adjusted for noncash items and a $1.1 million increase in cash from changes in working capital.

•

Capital expenditures were $4.2 million in the second quarter of 2026 compared to $3.5 million in the second quarter of 2025.

1 NWPX Infrastructure defines “backlog” as the balance of remaining performance obligations under signed contracts for Water Transmission Systems products for which revenue is recognized over time.

2 NWPX Infrastructure defines “confirmed orders” as Water Transmission Systems projects for which the Company has been notified that it is the successful bidder, but a binding agreement has not been executed.

3 NWPX Infrastructure defines “order book” as unfulfilled orders outstanding at the measurement date for its Precast Infrastructure and Engineered Systems segment.

4 In the third quarter of 2018 the Company reported net income of $27.8 million, or $2.86 per diluted share which, amongst other non-recurring items, included a bargain purchase gain of $21.9 million associated with our acquisition of Ameron Water Transmission Group, LLC. Without this noncash item and other nonrecurring items reported for that quarter, the adjusted net income reconciled to $2.1 million, or $0.21 per share. See reconciliation of Non-GAAP Financial Measures in our Form 8‑K filed on November 8, 2018 for additional information.

Conference Call Details

A conference call and simultaneous webcast to discuss the Company’s second quarter 2026 financial results will be held on Thursday, July 30, 2026, at 7:00 a.m. Pacific Time. The call will be broadcast live on the Investor Relations section of the Company’s website at investor.nwpx.com and will be archived online upon completion of the conference call. For those unable to listen to the live call, a replay will be available approximately three hours after the event and will remain available until Thursday, August 13, 2026, by dialing 1‑844‑512‑2921 in the U.S. or 1‑412‑317‑6671 internationally and entering the replay access code: 13761312.

About NWPX Infrastructure

Founded in 1966, NWPX Infrastructure, Inc. is a leading manufacturer of water-related infrastructure products. Under the Northwest Pipe Company brand, the Company is the largest manufacturer of engineered water transmission systems in North America and produces steel casing pipe, bar-wrapped concrete cylinder pipe, and pipeline system joints and fittings. The Company also provides solution-based products for a wide range of markets including high-quality reinforced precast concrete products, lined precast sanitary sewer system structures, water distribution and management equipment including pump lift stations, wastewater pretreatment, and stormwater quality products. The Company has broadened its manufacturing footprint by bringing lined and engineered precast products into production at additional facilities. This increases the Company’s capacity and improves regional availability. Strategically positioned to meet growing water and wastewater infrastructure needs, the Company’s skilled team is committed to quality and innovation while upholding its core values of accountability, commitment, and teamwork. Headquartered in Vancouver, Washington, the Company operates 14 manufacturing facilities across North America. For more information, please visit www.nwpx.com.

Forward-Looking Statements

Statements in this press release by Scott Montross contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on current expectations, estimates, and projections about the Company’s business, management’s beliefs, and assumptions made by management. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements as a result of a variety of important factors. While it is impossible to identify all such factors, those that could cause actual results to differ materially from those estimated by the Company include changes in demand and market prices for its products, product mix, bidding activity and order modifications or cancelations, timing of customer orders and deliveries, production schedules, price and availability of raw materials and other costs central to producing and shipping our products, excess or shortage of production capacity, product quality assurance failures that result in decreased sales and operating margin, product returns, product liability, warranty, or other claims, international trade policy and regulations, changes in trade policy (in particular with Canada and Mexico) and duties imposed on imports and exports and the related impacts on the Company, economic uncertainty and associated trends in macroeconomic conditions, including potential recession, inflation, and the state of the housing and commercial construction markets, interest rate risk and changes in market interest rates, including the impact on the Company’s customers and related demand for its products, the Company’s ability to identify and complete organic and inorganic initiatives to grow its business, the Company’s ability to effectively integrate future acquisitions into its business and operations that produce accretive financial results, effects of security breaches, computer viruses, and cybersecurity incidents, increased use of artificial intelligence by us and our competitors, as well as related legal and regulatory requirements, timing and amount of share repurchases, impacts of U.S. tax reform legislation on the Company’s results of operations, and the impact on its customers and related demand for its products, delays or reductions in state or local government spending due to revisions to federal appropriations brought on by policy changes, staffing levels or the inability to pass budget reconciliation legislation, adequacy of the Company’s insurance coverage, supply chain challenges, the Company’s ability to attract and retain talented employees, impact of geopolitical trends, changes, and events, including the various military conflicts or tensions and the regional and global ramifications of these conditions, operating problems at the Company’s manufacturing operations including fires, explosions, inclement weather, and floods and other natural disasters, effectiveness of future implementations or conversions of enterprise resource planning or other key systems, material weaknesses in the Company’s internal control over financial reporting and its ability to remediate such weaknesses, impacts of pandemics, epidemics, or other public health emergencies, and other risks discussed in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2025 and from time to time in its other Securities and Exchange Commission filings and reports. Such forward-looking statements speak only as of the date on which they are made, and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release. If the Company does update or correct one or more forward-looking statements, investors and others should not conclude that it will make additional updates or corrections with respect thereto or with respect to other forward-looking statements.

Non-GAAP Financial Measures

The Company is presenting backlog including confirmed orders. This non-GAAP financial measure is provided to better enable investors and others to assess the Company’s ongoing operating results and compare them with its competitors. This should be considered a supplement to, and not a substitute for, or superior to, financial measures calculated in accordance with GAAP.

For more information, visit www.nwpx.com.

Contact:

Aaron Wilkins

Chief Financial Officer

NWPX Infrastructure

investors@nwpx.com

Addo Investor Relations

nwpx@addo.com

###

NWPX INFRASTRUCTURE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share amounts)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Net sales:

Water Transmission Systems

113,199

84,588

206,652

163,034

Precast Infrastructure and Engineered Systems

46,277

48,594

91,078

86,263

Total net sales

159,476

133,182

297,730

249,297

Cost of sales:

Water Transmission Systems

88,971

69,533

165,105

135,805

Precast Infrastructure and Engineered Systems

36,146

38,284

71,601

68,762

Total cost of sales

125,117

107,817

236,706

204,567

Gross profit:

Water Transmission Systems

24,228

15,055

41,547

27,229

Precast Infrastructure and Engineered Systems

10,131

10,310

19,477

17,501

Total gross profit

34,359

25,365

61,024

44,730

Selling, general, and administrative expense

13,208

12,129

27,216

25,925

Operating income

21,151

13,236

33,808

18,805

Other income (expense)

492

713

)

Interest income

156

164

Interest expense

(320

)

(763

)

(668

)

(1,398

)

Income before income taxes

21,479

12,494

34,017

17,435

Income tax expense

5,645

3,431

7,649

4,408

Net income

15,834

9,063

26,368

13,027

Net income per share:

Basic

1.64

0.91

2.74

1.31

Diluted

1.62

0.91

2.69

1.30

Shares used in per share calculations:

Basic

9,638

9,882

9,608

9,908

Diluted

9,791

9,961

9,798

10,041

NWPX INFRASTRUCTURE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

June 30, 2026

December 31, 2025

Assets

Current assets:

Cash and cash equivalents

19,320

2,273

Trade and other receivables, net

98,409

78,171

Contract assets

105,528

91,036

Inventories

91,079

74,287

Prepaid expenses and other

3,941

5,665

Total current assets

318,277

251,432

Property and equipment, net

164,493

157,509

Operating lease right-of-use assets

85,957

86,894

Goodwill

55,504

Intangible assets, net

22,405

23,008

Other assets

5,262

5,283

Total assets

651,898

579,630

Liabilities and Stockholders’ Equity

Current liabilities:

Current portion of long-term debt

2,994

Accounts payable

44,464

22,190

Accrued liabilities

26,754

27,743

Contract liabilities

37,947

8,794

Current portion of operating lease liabilities

5,232

4,829

Total current liabilities

117,391

66,550

Borrowings on line of credit

276

Long-term debt

6,985

8,482

Operating lease liabilities

85,372

86,223

Deferred income taxes

12,819

12,484

Other long-term liabilities

10,729

10,832

Total liabilities

233,296

184,847

Stockholders’ equity:

Common stock

Additional paid-in-capital

110,204

113,088

Retained earnings

308,110

281,742

Accumulated other comprehensive income (loss)

192

(143

)

Total stockholders’ equity

418,602

394,783

Total liabilities and stockholders’ equity

651,898

579,630

NWPX INFRASTRUCTURE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

Six Months Ended June 30,

2026

2025

Cash flows from operating activities:

Net income

26,368

13,027

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and finance lease amortization

8,288

7,278

Amortization of intangible assets

2,099

2,016

Share-based compensation expense

3,703

2,692

Noncash operating lease expense

3,039

3,172

Deferred income taxes

331

453

Other, net

(25

)

841

Changes in operating assets and liabilities:

Trade and other receivables

(19,456

)

(11,829

)

Contract assets, net

14,661

(6,433

)

Inventories

(14,894

)

3,293

Prepaid expenses and other assets

1,864

2,816

Accounts payable

20,961

552

Accrued and other liabilities

(1,049

)

(5,005

)

Operating lease liabilities

(2,550

)

(2,601

)

Net cash provided by operating activities

43,340

10,272

Cash flows from investing activities:

Purchases of property and equipment

(7,688

)

(7,165

)

Acquisition of business, net of cash acquired

(8,853

)

Other investing activities

Net cash used in investing activities

(16,516

)

(7,144

)

Cash flows from financing activities:

Borrowings on line of credit

1,239

89,184

Repayments on line of credit

(1,515

)

(83,217

)

Payments on other debt

(1,500

)

(1,500

)

Payments on finance lease liabilities

(1,195

)

(803

)

Tax withholdings related to net share settlements of equity awards

(4,058

)

(2,313

)

Repurchase of common stock

(2,722

)

(7,455

)

Other financing activities

(26

)

Net cash used in financing activities

(9,777

)

(6,104

)

Change in cash and cash equivalents

17,047

(2,976

)

Cash and cash equivalents, beginning of period

2,273

5,007

Cash and cash equivalents, end of period

19,320

2,031

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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