Broadwind acquires MCM; about $21.5M paid at closing

The credit amendment sets a temporary 17.5% minimum Excess Availability covenant through March 31, 2027, and extends maturity to January 1, 2028.

Available on EDGAR 11/02/2026 - 05:17 PM EST Accepted by SEC EDGAR 11/02/2026 - 05:16 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Broadwind, Inc. completed its acquisition of 100% of MCM Acquisition Company, Inc. on October 30, 2026. Consideration includes an $18.0 million base purchase price, subject to customary post-closing adjustments, plus up to $7.0 million of performance-based contingent consideration. Broadwind paid approximately $21.5 million in cash at closing, including $3.5 million deposited into escrow, and financed the acquisition with cash on hand and advances under its credit facility.

MCM generated approximately $16.5 million in trailing-twelve-month revenue and $3.7 million in adjusted EBITDA through June 30, 2026; approximately 95% of its trailing-twelve-month revenue came from transmission and distribution component manufacturing. The credit amendment increased the outstanding term loan by approximately $1.8 million, extended maturity to January 1, 2028, and temporarily requires Excess Availability of not less than 17.5% of the Revolving Loan Limit through March 31, 2027, replacing the minimum Fixed Charge Coverage Ratio covenant. It increased the Term Loan SOFR Rate Margin to 2.75% from 2.50%; the aggregate maximum commitment was unchanged.

1 point · 0 major

PositiveiHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

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0 major · 0 points

How the balance works

Positive

• Moderate pointAcquired MCM generated approximately $16.5 million in trailing revenue through June 30, 2026.

Negative

• None.

Filing Explained

The company intends to amend this report to add audited MCM financial statements and unaudited pro forma financial information, which are not included in this filing.

8-K Event Classification

5 items: 1.01, 2.01, 2.03, 7.01, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Base purchase price: $18.0 million Performance-based contingent consideration: Up to $7.0 million Cash paid at closing: Approximately $21.5 million +5 more

8 metrics

Base purchase price $18.0 million MCM acquisition; subject to customary post-closing adjustments

Performance-based contingent consideration Up to $7.0 million MCM acquisition

Cash paid at closing Approximately $21.5 million MCM acquisition; includes $3.5 million deposited into escrow

MCM revenue Approximately $16.5 million Trailing twelve months through June 30, 2026

MCM adjusted EBITDA Approximately $3.7 million Trailing twelve months through June 30, 2026

Combined pro forma revenue $90 million Trailing twelve months as of June 30, 2026

Combined pro forma adjusted EBITDA $3.6 million Trailing twelve months as of June 30, 2026

Pro forma net debt to trailing-twelve-month adjusted EBITDA Approximately 3.7x Combined businesses as of June 30, 2026

Key Terms

contingent consideration, Excess Availability, Fixed Charge Coverage Ratio, Term Loan SOFR Rate Margin, +2 more

6 terms

contingent consideration financial

"up to an additional $7.0 million based on the achievement of performance targets"

Contingent consideration is an additional payment agreed when one company buys another that will be paid later only if specific future targets are met, such as revenue, profit, or regulatory milestones. It matters to investors because it shifts risk between buyer and seller and affects the acquiring company's future cash flow and reported value — like promising a bonus after results are proven.

Excess Availability financial

"requiring Excess Availability of not less than 17.5%"

Fixed Charge Coverage Ratio financial

"temporarily replaces the existing minimum Fixed Charge Coverage Ratio covenant"

A fixed charge coverage ratio measures how well a company's operating income can cover its fixed, recurring obligations like interest payments and lease costs. Think of it as a safety margin — the higher the number, the more comfortably a business can pay steady bills from its normal earnings, which matters to investors because it signals financial stability, lower default risk, and greater ability to withstand revenue dips.

Term Loan SOFR Rate Margin financial

"increases the Term Loan SOFR Rate Margin to 2.75% from 2.50%"

adjusted EBITDA financial

"MCM generated total revenue of approximately $16.5 million and adjusted EBITDA"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

pro forma financial

"combined Broadwind and MCM businesses generated pro forma trailing twelve-month revenue"

Pro forma refers to financial information that is prepared based on estimates or adjustments to show what a company's results might look like under certain scenarios, such as new projects or acquisitions. It helps investors understand the potential impact of future events by providing a clear, hypothetical view of financial performance, much like a weather forecast shows possible future conditions.

FAQ

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

What earnout terms did BWEN disclose for MCM?

The transaction includes up to $7.0 million of performance-based earnout, subject to achieving financial milestones within 14 months of the transaction date.

What were BWEN and MCM's combined pro forma results?

As of June 30, 2026, the combined businesses generated pro forma trailing-twelve-month revenue of $90 million and adjusted EBITDA of $3.6 million, representing 4.0% of revenue. Pro forma net debt to trailing-twelve-month adjusted EBITDA was approximately 3.7x.

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

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false 0001120370 0001120370 2026-10-30 2026-10-30

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): October 30, 2026

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 1.01       Entry into a Material Definitive Agreement.

(a)       Acquisition of MCM Acquisition Company, Inc.

On October 30, 2026, Broadwind, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with the shareholders (“Shareholders”) of MCM Acquisition Company Inc., an Iowa Corporation (“MCM”), Summit Equity Group, L.L.C., as shareholder representative, and MCM, pursuant to which the Company acquired 100% of the issued and outstanding capital stock of MCM (the “MCM Acquisition.”) MCM is a manufacturer of precision-machined and fabricated metal components serving customers in the electric utility, infrastructure, agricultural and industrial OEM sectors, with operations located in Northport, Alabama. Under the Purchase Agreement, the aggregate purchase price consists of (i) a base purchase price of $18.0 million, subject to customary post-closing adjustments for working capital, cash, indebtedness and transaction expenses, plus (ii) contingent consideration of up to an additional $7.0 million based on the achievement of performance targets during specified post-closing periods. The Purchase Agreement contains customary representations, warranties, covenants and indemnification provisions for a transaction of this nature.

At the closing of the MCM Acquisition, the Company paid approximately $21.5 million in cash, including $3.5 million deposited into escrow accounts to secure the contingent consideration obligations. The Company financed the MCM acquisition through a combination of cash on hand and proceeds of an additional term loan advance and a revolving credit advance under the Company’s Credit Facility (defined and described in more detail below.)

The foregoing description of the terms of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is attached as Exhibit 10.1 to this current report on Form 8-K (this “Current Report”), the terms of which are incorporated herein by reference.

The Purchase Agreement has been disclosed to provide investors with information regarding its terms. It is not intended to provide any other factual information about Broadwind, the Shareholders, MCM, or their respective subsidiaries or affiliates. The representations, warranties, and covenants contained in the Purchase Agreement were made only for purposes of the Purchase Agreement and as of specific dates, were for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties, or covenants, or any descriptions thereof, as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Purchase Agreement, and such subsequent information may or may not be fully reflected in the Company's public disclosures.

(b)       Amendment to Credit Agreement

On October 30, 2026, Broadwind, Inc. and its subsidiaries, Brad Foote Gear Works, Inc., Broadwind Industrial Solutions, LLC, Broadwind Heavy Fabrications, Inc., 5100 Neville Road, LLC, MCM Acquisition Company, Inc. and BWEN Clean Fuels, Inc, (together, the “Borrowers”) entered into Joinder and Amendment No. 5 to Credit Agreement (the “Fifth Amendment”) to the Credit Agreement dated as of August 4, 2022, by and among the Borrowers and Wells Fargo Bank, National Association (as amended by that certain Amendment No. 1 to Credit Agreement and Limited Waiver dated February 8, 2023, by that certain Amendment No. 2 to Credit Agreement dated as of December 19, 2024, by that certain Amendment No. 3 to Credit Agreement dated September 22, 2025, by that certain Amendment No. 4 to the Credit Agreement dated February 4, 2026 and as amended by the Fifth Amendment, the “Credit Agreement”).

The Fifth Amendment (i) permits the Company’s acquisition of MCM and adds MCM as a borrower under the Credit Agreement, (ii) increases the outstanding term loan by approximately $1.8 million to finance a portion of the acquisition, (iii) extends the maturity date of the Credit Agreement to January 1, 2028, (iv) temporarily replaces the existing minimum Fixed Charge Coverage Ratio covenant with a minimum Excess Availability covenant requiring Excess Availability of not less than 17.5% of the Revolving Loan Limit through March 31, 2027, (v) increases the Term Loan SOFR Rate Margin to 2.75% from 2.50%, (vi) amends the Fixed Charge Coverage Ratio covenant and related testing methodology, and (vii) adds the Company’s newly-formed subsidiary, BWEN Clean Fuels, Inc., a Delaware corporation, as a borrower under the Credit Agreement. The Fifth Amendment does not increase the aggregate maximum commitment under the Credit Agreement.

The foregoing description of the Fifth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Fifth Amendment, which is attached as Exhibit 10.2 to this Current Report and is incorporated herein by reference.

Item 2.01       Completion of Acquisition or Disposition of Assets

On October 30, 2026, the Company completed the MCM Acquisition. The information set forth under Item 1.01(a) of this Current Report, including the description of the assets acquired, the consideration paid and payable, and the sources of funds used to finance the acquisition, is incorporated by reference into this Item 2.01.

The Company intends to file an amendment to this Current Report to add audited MCM financial statements and unaudited pro forma financial information reflecting the impact of the acquisition of MCM as permitted by Items 9.01(a)(3) and 9.01(b)(2) of Form 8-K

Item 2.03       Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information provided under Item 1.01(b) of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.03.

Item 7.01       Regulation FD Disclosure.

On November 2, 2026, the Company issued a press release announcing the completion of the MCM Acquisition and announcing details of an investor call scheduled for November 3, 2026. The press release is furnished attached hereto as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference. An Investor Presentation dated November, 2, 2026, will be discussed during the call and is incorporated herein by reference and attached hereto as Exhibit 99.2.  

The information contained in, or incorporated into, this Item 7.01 of this Report, including Exhibit 99.1 and Exhibit 99.2 attached hereto, is furnished under Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act regardless of any general incorporation language in such filings.

This Report shall not be deemed an admission as to the materiality of any information in this Report that is being disclosed pursuant to Regulation FD.

Item 9.01         Financial Statements and Exhibits.

(a) The Company intends to file an amendment to this Current Report to add audited MCM financial statements at a future date as permitted by Item 9.01(a)(3) of Form 8-K.

(b) The Company intends to file an amendment to this Current Report to add unaudited pro forma financial information reflecting the impact of the acquisition of MCM at a future date as permitted by Item 9.01(b)(2) of Form 8-K.

(d)       Exhibits.

	Exhibit No.	Description
	10.1*	Stock Purchase Agreement, dated as of October 30, 2026, by and among Broadwind, Inc., the shareholders of MCM Acquisition Company Inc., Summit Equity Group, L.L.C., as shareholder representative and MCM Acquisition Company Inc.
	10.2*	Joinder and Amendment No. 5. to Credit Agreement, dated as of October 30, 2026, by and among Broadwind, Inc., Brad Foote Gear Works, Inc., Broadwind Industrial Solutions, LLC, Broadwind Heavy Fabrications, Inc., 5100 Neville Road, LLC, MCM Acquisition Company, Inc., BWEN Clean Fuels, Inc., and Wells Fargo Bank, National Association.
	99.1	Press Release of the Company, titled “Broadwind Acquires MCM, Expanding its Precision Manufacturing Platform Within the Power Generation and Critical Infrastructure Market Providing Strategic Entry into Electrical Transmission and Distribution,” dated November 2, 2026.
	99.2	Investor Presentation, dated November 2, 2026.
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5) and Item 1.01, Instruction 4 of Form 8-K. The Company agrees to furnish supplementally a copy of all omitted schedules to the SEC upon its request. Certain portions of this exhibit are redacted pursuant to Regulation S-K Item 601(b)(10)(iv) because they are not material and are the type that the Company treats as private or confidential. The Company hereby agrees to furnish a copy of any redacted portion to the SEC upon request.

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: November 2, 2026

Exhibit 99.1

BROADWIND ACQUIRES MCM, EXPANDING ITS PRECISION MANUFACTURING PLATFORM WITHIN THE POWER GENERATION AND CRITICAL INFRASTRUCTURE MARKET PROVIDING STRATEGIC ENTRY INTO ELECTRICAL TRANSMISSION AND DISTRIBUTION

Adds high-growth revenue streams, enhances margin profile and expands capabilities

Broadwind to host investor conference call and webcast on Tuesday, November 3, 2026 at 11:00 a.m. ET

CICERO, Ill., Nov. 2, 2026 -- Broadwind (Nasdaq: BWEN, or the “Company”), a diversified precision manufacturer of specialized components and solutions serving global markets, today announced that on October 30, 2026 the Company acquired 100% of the shares of privately held MCM Acquisition Company, Inc. (“MCM”) for a base purchase price of $18 million, in addition to up to a $7 million performance-based earnout, subject to achieving financial milestones within 14 months of the transaction date.

MCM is an Alabama-based precision manufacturer with a 30-year track record of designing, engineering, and fabricating metal components for the electric utility and critical infrastructure markets. From its 37,000 square foot facility in Northport, MCM supplies mission-critical hardware to some of the nation's leading utilities and their suppliers, with products engineered to meet stringent standards for corrosion resistance, conductivity, and performance under extreme weather conditions in high-power transmission line applications.

Through a vertically integrated offering that spans machining, fabrication, assembly, kitting, and delivery, MCM has established itself as a leading component provider to the domestic electrical Transmission and Distribution ("T&D") sector. The company holds sole-source or preferred supplier status across many of its key customer relationships, with average tenure exceeding 20 years among its top ten customers. MCM is 100% U.S.-based and sources all raw materials exclusively through an established domestic procurement network, creating surety of supply for customers on an on-demand basis.

MCM’s approximately 50 employees, including its senior leadership team, joined Broadwind on October 30.

MANAGEMENT COMMENTARY

“The acquisition of MCM represents a defining milestone in Broadwind’s transformation into a leading solutions provider to the power generation and critical infrastructure markets, stated Eric Blashford, President and CEO of Broadwind. “Over the past several years, we’ve deliberately reshaped our business by divesting non-core assets, exiting underperforming business lines, and strengthening our balance sheet, while accelerating our strategic shift toward higher-value, more durable revenue streams supported by differentiated capabilities, defensible competitive advantages, and compelling long-term growth fundamentals.”

“MCM expands our domestic manufacturing capacity and skilled workforce in support of the electrical transmission and distribution market, an industry benefiting from record investment in grid modernization, capacity expansion, hardening, and resilience,” continued Blashford. “Growing domestic electricity demand from data centers is a key contributor to load growth, reinforcing the need for sustained investment in transmission infrastructure. With approximately 95% of its trailing-twelve-month revenue through June 30, 2026, generated by T&D component manufacturing, MCM provides Broadwind with an immediate and compelling entry into this growing market. MCM’s seasoned team of precision manufacturing professionals, 30-year history of value creation, deep technical expertise, longstanding customer relationships, fully domestic production base, and proven record of profitable growth position the business as a strong strategic fit for Broadwind.”

“MCM is immediately accretive to Broadwind, adds a higher-margin revenue stream to our portfolio, and enhances the quality of our earnings within our targeted vertical markets,” continued Blashford. “MCM introduces an entirely complementary customer base, providing meaningful diversification in new markets, while the company’s sole-source and preferred supplier positions underscore the strength of its customer relationships as an incumbent supplier. At a strategic level, MCM aligns with the key priorities we’ve outlined in our acquisition strategy, as it provides exposure to attractive end markets, an accretive margin profile, consistent profitability, and a fully domestic operating footprint. This acquisition exemplifies the lower-risk, value-creating bolt-on acquisitions we expect to define our growth strategy, over time.”

“We are excited to join the Broadwind team and begin this next chapter of growth and transformation,” stated Wes Jones, Founder and CEO of MCM. “Together, we will offer our customers greater scale and expanded capabilities while preserving the differentiated value proposition that has defined MCM for three decades, including a commitment to exceptional quality, deep technical expertise, and responsive, on-demand service. Broadwind shares our commitment to operational excellence and customer service, and its platform will enable us to serve our customers even more effectively. I am proud of what our team has built and confident in what we will accomplish together.”

TRANSACTION DETAILS

On a trailing twelve-month basis through June 30, 2026, MCM generated total revenue of approximately $16.5 million and adjusted EBITDA of approximately $3.7 million, or ~23% of revenue. The transaction price, excluding any financial incentives that may be earned by MCM in the future upon achieving specified performance milestones, is 4.8x trailing-twelve months adjusted EBITDA as of June 30, 2026. The acquisition of MCM is expected to be accretive to Broadwind on both a margin rate and diluted earnings per share basis upon the closing of the transaction.

As of June 30, 2026, the combined Broadwind and MCM businesses generated pro forma trailing twelve-month revenue of $90 million and adjusted EBITDA of $3.6 million, representing 4.0% of revenue. Pro forma net debt to trailing twelve-month adjusted EBITDA for the combined businesses was approximately 3.7x as of June 30, 2026.

COMPELLING TRANSACTION RATIONALE

● Provides strategic entry into high-growth power and critical infrastructure markets. MCM positions Broadwind to capitalize on a multi-year investment cycle in domestic grid modernization, capacity expansion, hardening, and resilience, driven by rising electricity demand and the need for a more reliable transmission network.

● Capitalizes on a structural, multi-year investment cycle in transmission infrastructure. The U.S. transmission network spans more than 600,000 miles and continues to require substantial investment to support rising load growth, reliability, and resilience. Industry estimates indicate that data centers will be among the largest drivers of U.S. electricity-demand growth.

● Adds a higher-value revenue stream within targeted vertical markets. MCM delivered a four-year revenue CAGR of 25% through year-end 2025, reflective of increasing customer demand and recent capacity investments that position the business to convert a growing backlog. For the trailing twelve months ended June 30, 2026, MCM generated an adjusted EBITDA margin of 23%, well above Broadwind’s comparable margin. With approximately 95% of its trailing-twelve-month revenue derived from the domestic T&D market, MCM meaningfully accelerates Broadwind’s revenue mix shift toward power and critical infrastructure, directly advancing the Company’s stated strategic priorities.

2

● Expands Broadwind’s domestic manufacturing footprint and skilled workforce. The acquisition adds approximately 50 skilled, non-union employees and MCM’s 37,000-square-foot design, engineering, and manufacturing facility in Northport, Alabama, to Broadwind’s operating platform. As of September 30, the addition of MCM increases Broadwind’s total employee base by more than 20%.

● Adds longstanding customer relationships supported by sole-source and preferred supplier positions. MCM introduces an entirely complementary customer base, meaningfully expanding and diversifying the combined company’s commercial relationships. MCM differentiates itself through short lead times, daily delivery capabilities, and the ability to consistently meet demanding utility-grade specifications. These capabilities have earned MCM sole-source or preferred supplier status across many key accounts, with average tenure among its top ten customer relationships exceeding 20 years.

● Provides a clear pathway to reduce net leverage.  At closing, Broadwind expects pro forma net debt to trailing-twelve-month adjusted EBITDA, based on results through June 30, 2026, to be approximately 3.7x. The Company plans to reduce net leverage to 2.0x or less by year-end 2028 through a combination of earnings growth and debt repayment.

Northland Capital Markets acted as the advisor to Broadwind in the transaction.

BROADWIND ACQUISITION OF MCM CONFERENCE CALL

A conference call will be held tomorrow, November 3, 2026, at 11:00 a.m. ET to review Broadwind’s acquisition of MCM.

A webcast of the conference call and accompanying presentation materials will be available in the Investor Relations section of Broadwind’s website at https://www.bwen.com/. Individuals can also participate by teleconference dial-in. To listen to a live broadcast, go to the site at least 15 minutes prior to the scheduled start time to register, download and install any necessary audio software.

Details of the conference call are as follows:

Live Call Dial-In: 877-407-0792

To listen to a replay of the teleconference, which subsequently will be available through Tuesday, November 17, 2026:

Call Replay:	844-512-2921
Replay ID:	13763646

ABOUT BROADWIND         

Broadwind (Nasdaq: BWEN) is a precision manufacturer of structures, equipment and components for power generation, critical infrastructure, and other specialized applications. With facilities throughout the U.S., our talented team is committed to helping customers maximize performance of their investments—quicker, easier and smarter. Find out more at www.bwen.com

ABOUT MCM ACQUISITION COMPANY

Founded in 1995, MCM is an Alabama-based precision manufacturer specializing in machined and fabricated metal components for the electric utility and critical infrastructure markets. Operating from its facility in Northport, MCM offers a vertically integrated suite of capabilities spanning machining, fabrication, assembly, kitting, and delivery, producing mission-critical components for extra-high voltage ("EHV") power transmission and other diverse applications. For more information, visit www.mcmacq.com.

3

NON-GAAP FINANCIAL MEASURES

The Company provides non-GAAP adjusted EBITDA (earnings before interest, income taxes, depreciation, amortization, share-based compensation and other stock payments, restructuring costs, impairment charges, other non-cash gains and losses and transaction costs) and adjusted EBITDA margin (adjusted EBITDA margin is calculated as adjusted EBITDA divided by revenues) as supplemental information regarding the Company’s business performance. The Company’s management uses this supplemental information when it internally evaluates its performance, reviews financial trends and makes operating and strategic decisions. The Company believes that these non-GAAP financial measures are useful to investors because they provide investors with a better understanding of the Company’s past financial performance and future results, which allows investors to evaluate the Company’s performance using the same methodology and information as used by the Company’s management. The Company's definitions of adjusted EBITDA and adjusted EBITDA margin may be different from similar non-GAAP financial measures used by other companies and/or analysts.

FORWARD-LOOKING STATEMENTS

This release 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) acquisition of MCM on our business and our ability to integrate MCM’s operations into our existing business efficiently, (ii) our expectations and beliefs with respect to our financial guidance as set forth in our press releases from time to time, (iii) the impact of global health concerns on the economies and financial markets and the demand for our products; (iv) 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; (v) 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; (vi) our ability to operate our business efficiently, comply with our debt obligations, manage capital expenditures and costs effectively, and generate cash flow; (vii) 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; (viii) our ability to continue to grow our business organically and through acquisitions; (ix) the production, sales, collections, customer deposits and revenues generated by new customer orders and our ability to realize the resulting cash flows; (x) information technology failures, network disruptions, cybersecurity attacks or breaches in data security; (xi) the sufficiency of our liquidity and alternate sources of funding, if necessary; (xii) our ability to realize revenue from customer orders and backlog; (xiii) the economy and the potential impact it may have on our business, including our customers; (xiv) the state of the energy and industrial markets generally, including the impact of competition and economic volatility in those markets; (xv) the effects of market disruptions and regular market volatility, including fluctuations in the price of oil, gas and other commodities; (xvi) competition from new or existing industry participants; (xvii) the effects of the change of administrations in the U.S. federal government; (xviii) our ability to successfully integrate and operate acquired companies and to identify, negotiate and execute future acquisitions; (xix) the potential loss of tax benefits if we experience an “ownership change” under Section 382 of the Internal Revenue Code of 1986, as amended; (xx) the effects of proxy contests and actions of activist stockholders; (xxi) the limited trading market for our securities and the volatility of market price for our securities; (xxii) our outstanding indebtedness and its impact on our business activities (including our ability to incur additional debt in the future); and (xxiii) 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 including, but not limited to, those set forth under the caption “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025. 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.

4

INVESTOR CONTACT

Noel Ryan or Brian Hawthorne

BWEN@val-adv.com

BROADWIND, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(IN THOUSANDS)

(UNAUDITED)

Consolidated

​

Trailing Twelve Months Ended June 30, 2026

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​

​

BWEN

​

​

MCM

​

​

Total

​

Income (Loss) From Continuing Operations

​

$

(7,123

)

​

$

2,251

​

​

$

(4,872

)

Interest Expense

​

​

1,974

​

​

​

185

​

​

​

2,160

​

Income Tax Provision

​

​

105

​

​

​

306

​

​

​

410

​

Depreciation and Amortization

​

​

3,014

​

​

​

830

​

​

​

3,844

​

Share-based Compensation and Other Stock Payments

​

​

1,147

​

​

​

-

​

​

​

1,147

​

Transaction Costs

​

​

747

​

​

​

-

​

​

​

747

​

Diligence Adjustments

​

​

-

​

​

​

144

​

​

​

144

​

​Adjusted EBITDA (Non-GAAP)

​

$

(135

)

​

$

3,716

​

​

$

3,580

​

Revenues

​

$

73,612

​

​

$

16,505

​

​

$

90,116

​

​Adjusted EBITDA margin

​

​

(0.2%

)

​

​

22.5

%

​

​

4.0

%

5

Exhibit 99.2

Filing Exhibits & Attachments

8 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 60.8 KB
• EX-99.2 EXHIBIT 99.2 10.3 KB

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 720.2 KB
• EX-10.2 EXHIBIT 10.2 713.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB