NWPX Infrastructure (NWPX) sets $10M stock repurchase and 2026 incentive goals

Rhea-AI Filing Summary

NWPX Infrastructure, Inc. outlined two key corporate actions. The board authorized a new share repurchase program for up to $10 million of outstanding common stock, with purchases allowed in open-market or privately negotiated transactions, including under Rule 10b5‑1 plans. The program has no set schedule, can be suspended or ended at any time, and will depend on liquidity, borrowing capacity, credit agreement covenants, and other capital allocation priorities. It is in addition to the existing $30 million repurchase program authorized on November 3, 2023.

The company also set parameters for its 2026 performance-based cash incentive plan. Bonuses for named executive officers will be driven by 2026 income before income taxes, free cash flow, and safety performance, and are subject to the company’s Incentive Compensation Recovery Policy. The CEO’s bonus can range from 0% to 200% of base salary, with a 100% target, while the CFO and Executive Vice President have 0%–120% ranges and 60% targets; other named executives have 0%–100% ranges and 50% targets.

Insights

Equity analyst

$10M buyback authorization and 2026 STI sharpen capital return and pay-for-performance.

NWPX Infrastructure now has a new authorization to repurchase up to $10 million of common stock, in addition to the earlier $30 million program from November 3, 2023. Purchases may occur in open-market or privately negotiated transactions, including plans under Rule 10b5‑1, but there is no commitment to timing or volume. Activity will depend on liquidity, available borrowings, covenant compliance under the credit agreement, and broader capital allocation priorities.

The 2026 Short Term Incentive plan ties executive cash bonuses to income before income taxes, free cash flow, and safety performance for 2026. The CEO can earn between 0% and 200% of base salary, with a 100% target, while the CFO and Executive Vice President have 0%–120% ranges and 60% targets; other named officers have 0%–100% ranges and 50% targets. All awards fall under the Incentive Compensation Recovery Policy, linking payouts to measured performance and allowing potential recoupment.

8-K Event Classification

3 items: 5.02, 8.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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, and exhibit attachments filed with this report.

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false 0001001385 0001001385 2025-12-10 2025-12-10

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): December 10, 2025

--12-31

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 5.02	DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
	On December 10, 2025, the Compensation Committee of the Board of Directors of NWPX Infrastructure, Inc. (the “Company”) approved the parameters of the Company’s performance-based cash incentive program (Short Term Incentive Plan or “STI”) for the 2026 fiscal year. The performance goals for the 2026 STI relate to the Company’s level of income before income taxes, free cash flow, and safety performance for 2026. Each Named Executive Officer may earn a bonus based on the level of the Company’s attainment of the performance goals. Consistent with the Company’s other variable forms of incentive compensation, the 2026 STI is subject to recoupment under the Company’s Incentive Compensation Recovery Policy.
	For the Chief Executive Officer, the bonus amount ranges from 0% to 200% of his 2026 base salary, and his target bonus amount is 100% of his 2026 base salary. For the Chief Financial Officer and the Executive Vice President, the bonus amount ranges from 0% to 120% of their 2026 base salary, and their target bonus amount is 60% of their 2026 base salary. The other Named Executive Officers’ bonus amounts range from 0% to 100% of their 2026 base salary, and their target bonus amount is 50% of their 2026 base salary.

Item 8.01

OTHER EVENTS

On December 11, 2025, the Board of Directors of the Company authorized a new share repurchase program of up to $10 million of its outstanding common stock. The program does not commit to any particular timing or quantity of purchases, and the program may be suspended or discontinued at any time. Under the program, shares may be purchased in open market, including through plans adopted pursuant to Rule 10b5‑1 of the Securities Exchange Act of 1934, as amended, or in privately negotiated transactions administered by its broker. Any repurchases will be subject to the Company’s liquidity, including availability of borrowings and covenant compliance under its credit agreement, and other capital allocation priorities of the business. The new share repurchase program is in addition to the $30 million share repurchase program authorized on November 3, 2023.

Item 9.01	FINANCIAL STATEMENTS AND EXHIBITS
(d)	Exhibits
	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 December 16, 2025.

	NWPX INFRASTRUCTURE, INC.
	(Registrant)
	By	/s/ Aaron Wilkins
		Aaron Wilkins,
		Senior Vice President, Chief Financial Officer, and Corporate Secretary

FAQ

What new share repurchase program did NWPX Infrastructure (NWPX) authorize?

On December 11, 2025, NWPX Infrastructure authorized a new share repurchase program for up to $10 million of its outstanding common stock.

How will NWPX (NWPX) execute its new $10 million stock buyback?

NWPX Infrastructure may repurchase shares in open-market transactions, including under Rule 10b5‑1 plans, or through privately negotiated transactions administered by its broker.

How does the new NWPX (NWPX) buyback relate to the 2023 program?

The new $10 million share repurchase authorization is in addition to the existing $30 million program that was authorized on November 3, 2023.

What performance metrics drive NWPX’s 2026 executive bonus plan?

The 2026 Short Term Incentive plan for NWPX Infrastructure executives is based on the company’s 2026 income before income taxes, free cash flow, and safety performance.

What are the 2026 target bonus levels for NWPX (NWPX) executives?

For 2026, the CEO’s target bonus is 100% of base salary, the CFO and Executive Vice President each have 60% targets, and other named executive officers have 50% targets.

Are NWPX’s 2026 executive bonuses subject to clawback?

Yes. The 2026 performance-based cash incentive plan is subject to NWPX Infrastructure’s Incentive Compensation Recovery Policy, allowing potential recoupment of awards.