Broadwind authorizes $3M stock repurchase program

Broadwind, Inc. announced that its Board of Directors has approved a stock repurchase program authorizing the company to buy back up to $3 million of its outstanding common stock.

Rhea-AI Filing Summary

Broadwind, Inc. announced that its Board of Directors has approved a stock repurchase program authorizing the company to buy back up to $3 million of its outstanding common stock. The company may conduct repurchases in the open market or through privately negotiated transactions, subject to securities laws.

The timing and actual amount of any repurchases will depend on factors such as share price, business and market conditions, and alternative investment opportunities. The Board may modify, suspend, or terminate the program at any time, and future share repurchases will be reported in Broadwind’s periodic SEC filings.

Insights

Equity Capital Allocation Analyst

Broadwind authorizes up to $3M in share repurchases, adding a flexible capital allocation tool.

Broadwind has approved a stock repurchase program for up to $3 million of outstanding common shares. Repurchases may occur via open market buys or negotiated transactions, in line with Rule 10b-18 under the Exchange Act, giving management multiple execution methods.

The program is discretionary, with activity dependent on share price, general business and market conditions, and alternative investment opportunities. The Board can modify, suspend, or terminate the plan at any time, so the authorization does not guarantee actual repurchase volume.

Future Forms 10-Q and 10-K will detail any completed buybacks, allowing investors to see how much of the $3 million authorization is used and how management balances repurchases against other capital needs over subsequent reporting periods.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Broadwind (BWEN) announce in this 8-K filing?

Broadwind announced Board approval of a stock repurchase program for up to $3 million of its common stock. The company may buy shares in the open market or through negotiated transactions, providing flexibility in how and when it executes potential repurchases.

How large is Broadwind’s approved stock repurchase program?

The Board authorized Broadwind to repurchase up to $3 million of its outstanding common stock. This limit is stated as an aggregate dollar value, not a fixed share count, so the number of shares repurchased will depend on prevailing market prices at the time of any buybacks.

How will Broadwind (BWEN) execute its $3 million share repurchase plan?

Broadwind may repurchase shares in open market purchases at prevailing prices or in off-market negotiated transactions. All activity will follow applicable federal securities laws, including Rule 10b-18, which governs how companies conduct stock buybacks to avoid market manipulation concerns.

Is Broadwind required to complete the full $3 million in share repurchases?

No, Broadwind is not obligated to repurchase any specific amount of stock under the program. The company notes that actual repurchases will depend on share price, business and market conditions, and alternative investment opportunities, and the Board can change or end the program at any time.

Where will investors see updates on Broadwind’s share repurchases?

Information about completed share repurchases will appear in Broadwind’s future Forms 10-Q and 10-K. These periodic SEC reports will disclose any stock bought back under the $3 million authorization, allowing investors to track usage of the repurchase program over time.

What risks does Broadwind highlight regarding its stock repurchase program?

Broadwind cites risks such as stock price and volume changes, market volatility, and competing capital needs. These factors may affect whether, when, and to what extent the company chooses to repurchase shares under the authorized $3 million stock buyback program.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/10/2025 - 04:43 PM Learn about SEC filing dates

false 0001120370 0001120370 2025-09-10 2025-09-10

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): September 10, 2025

____________________________________

BROADWIND, INC.

(Exact name of registrant as specified in its charter)

______________________________

Delaware                                    001-34278                           88-0409160

(State or Other Jurisdiction                    (Commission                           (I.R.S. Employer

of Incorporation)                   File Number)                   Identification No.)

3240 South Central Avenue

Cicero, Illinois 60804

(Address of Principal Executive Offices) (Zip Code)

(708) 780-4800

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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, $0.001 par value	BWEN	The NASDAQ Capital 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 8.01         Other Items.

On September 10, 2025, Broadwind, Inc. (the “Company”), issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference, announcing that its Board of Directors (the “Board”) approved a program to repurchase up to $3 million in aggregate value of shares of the Company’s outstanding common stock (the “Stock Repurchase Program”). Under the Stock Repurchase Program, the Company intends to repurchase shares through open market purchases at prevailing market prices or in negotiated transactions off the market or as otherwise determined by Company management, all in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Company cannot predict when or if it will repurchase any shares of its outstanding common stock, as its use of the Stock Repurchase Program will depend on a number of factors, including price, general business and market conditions, and alternative investment opportunities. The Stock Repurchase Program may be modified, suspended, or terminated at any time at the discretion of the Board. Information regarding share repurchases will be available in the Company’s future periodic reports on Forms 10-Q and 10-K filed with the SEC as required by the applicable rules of the Exchange Act.

This report contains forward-looking information, as that term is defined under the Exchange Act, including information regarding purchases by the Company of its common stock pursuant the Stock Repurchase Program. By their nature, forward-looking information and statements are subject to risks, uncertainties, and contingencies, including changes in price and volume and the volatility of the Company’s common stock; adverse developments affecting either or both of prices and trading of exchange-traded securities, including securities listed on the NASDAQ; and unexpected or otherwise unplanned or alternative requirements with respect to the capital investments of the Company. The Company does not undertake to update any forward-looking statements or information, including those contained in this report.

Item 9.01 Financial Statements and Exhibits.

Item 9.01         Financial Statements and Exhibits.

(d)         Exhibits.

‐‐‐‐‐‐‐‐‐‐‐‐Exhibit No.	Description
99.1	Press Release of the Company dated September 10, 2025
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.

BROADWIND, INC.

By: /s/ Eric B. Blashford

Eric B. Blashford

President and Chief Executive Officer

(Principal Executive Officer)

Date: September 10, 2025