UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)


☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, ~~2025~~2026


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to ___________.

Commission File Number 001-08462

GRAHAM CORPORATION

(Exact name of Registrant as specified in its charter)

     Delaware

     16-1194720

     (State or other jurisdiction of
incorporation or organization)

     (I.R.S. Employer
Identification No.)


20 Florence Avenue, Batavia, New York	14020
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code 585-343-2216

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 $0.10 Per Share

     GHM

     NYSE

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☒☐ 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. ☐

Indicate by checkmark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the Registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the Registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by checkmark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the Registrant’s Common Stock held by non-affiliates of the Registrant, based on the closing price of the shares of common stock on the NYSE Stock Market on September 30, ~~2024~~2025, was approximately $~~302~~568.17 million.

As of June 53, ~~2025~~2026, the number of shares of the Registrant’s Common Stock outstanding was 1011,~~948~~691,~~443~~140 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's definitive Proxy Statement, to be filed in connection with the Registrant's ~~2025~~2026 Annual Meeting of Stockholders to be held on August 2625, ~~2025~~2026, are incorporated by reference into Part III, Items 10, 11, 12, 13 and 14 of this report.

Table of Contents

GRAHAM CORPORATION

Annual Report on Form 10-K

Year Ended March 31, ~~2025~~2026

PART I		PAGE
	Cautionary Note Regarding Forward-Looking Statements	2
Item 1	Business	3
Item 1A	Risk Factors	8
Item 1B	Unresolved Staff Comments	2122
Item 1C	Cybersecurity	2122
Item 2	Properties	2324
Item 3	Legal Proceedings	2324
Item 4	Mine Safety Disclosures	2324
PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2425
Item 6	Reserved	2425
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2526
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	3638
Item 8	Financial Statements and Supplementary Data	3839
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	6872
Item 9A	Controls and Procedures	6872
Item 9B	Other Information	6974
Item 9C	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	6974
PART III
Item 10	Directors, Executive Officers and Corporate Governance	7075
Item 11	Executive Compensation	7075
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	7075
Item 13	Certain Relationships and Related Transactions, and Director Independence	7075
Item 14	Principal Accounting Fees and Services	7075
PART IV
Item 15	Exhibits, Financial Statement Schedules	7176
Item 16	Form 10-K Summary	7479

Cautionary Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K (the "Form 10-K") and other documents we file with the Securities and Exchange Commission ("SEC") include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements for purposes of this Form 10-K. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any future results implied by the forward-looking statements. Forward-looking statements are indicated by words such as "anticipate," "believe," "continue," "could," "estimate," "can," "may," "might," "intend," "expect," "plan," "goal," "predict," "project," "outlook," "encourage," "potential," "should," "will," “strive,” “future,” "focus," and similar words and expressions.

Forward-looking statements are not a guarantee of future performance and involve risks and uncertainties, and there are certain important factors that could cause our actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements including those described in the "Risk Factors" and elsewhere in this Form 10-K. Undue reliance should not be placed on our forward-looking statements. New risks and uncertainties arise from time to time and we cannot predict these events or how they may affect us and cause actual results to differ materially from those expressed or implied by our forward-looking statements. Therefore, you should not rely on our forward-looking statements as predictions of future events. When considering these risks, uncertainties and assumptions, you should keep in mind the cautionary statements contained in this Form 10-K and any documents incorporated herein by reference. You should read this document and the documents that we reference in this Form 10-K completely and with the understanding that our actual future results may be materially different from what we expect. All forward-looking statements attributable to us are expressly qualified by these cautionary statements.

All forward-looking statements included in this Form 10-K are made only as of the date indicated or as of the date of this Form 10-K. Except as required by law, we undertake no obligation to update or announce any revisions to forward-looking statements contained in this Form 10-K, whether as a result of new information, future events or otherwise.

PART I

(Dollar amounts in thousands except per share and square footage data)

Item 1. Business

Graham Corporation ("we," "us," "our" or the "Company") is a global leader in the design and manufacture of mission critical fluid, power, heat transfer, vacuum, and ~~vacuum~~advanced mixing technologies for the Defense, Energy & Process, and Space industries. ~~We design and manufacture custom-engineered vacuum, heat transfer, cryogenic pump and turbomachinery technologies.~~ For the Defense industry, our equipment is used in nuclear and non-nuclear propulsion, power, fluid transfer, ~~and~~ thermal management, and advanced mixing systems. For the Energy & Process industries we supply equipment for vacuum, heat transfer, advanced mixing, and fluid transfer applications used in oil refining, downstream chemical facilities, fertilizers, ethylene, methanol, energetics, edible oil, food & beverage, pulp & paper, medical, and multiple alternative energy applications such as hydrogen, small modular nuclear, concentrated solar, lithium extraction, and geothermal processes. For the Space industry, our equipment is used in propulsion, power, ~~and~~ thermal management, ~~systems~~advanced mixing, and ~~for~~ life support systems.

Our ~~corporate~~brands ~~headquarters is located with our production facilities in Batavia, NY, where surface condensers and ejectors~~ are ~~designed,~~built ~~engineered,~~upon ~~and~~engineering ~~manufactured~~expertise ~~for the Defense~~ and ~~Energy~~close &customer ~~Process~~collaboration ~~markets.~~to ~~Our wholly-owned subsidiary~~design, ~~Barber-Nichols~~develop, ~~LLC~~and ~~("BN"),~~produce ~~based~~mission incritical ~~Arvada,~~equipment ~~CO, designs, develops, manufactures~~ and ~~sells~~systems ~~specialty~~that ~~turbomachinery~~enable ~~products~~our ~~for~~customers ~~the~~to ~~Defense,~~meet ~~Space,~~their ~~Aerospace,~~economic ~~Cryogenic,~~ and ~~New~~operational ~~Energy markets~~objectives. InContinual ~~November~~improvement ~~2023,~~of weour ~~acquired~~processes ~~P3 Technologies, LLC ("P3"), located in Jupiter, FL (See "Acquisition" below). We also have wholly-owned foreign subsidiaries, Graham Vacuum~~ and ~~Heat~~systems ~~Transfer~~to ~~Technology~~ensure ~~Co.,~~qualified ~~Ltd. ("GVHTT"), located in Suzhou, China~~ and ~~Graham~~compliant ~~India~~equipment ~~Private~~are ~~Limited~~hallmarks ~~("GIPL"),~~of ~~located~~our inbrand. ~~Ahmedabad~~Our ~~and~~early ~~Pune,~~engagement ~~India.~~with ~~GVHTT~~customers ~~provides sales~~ and ~~engineering~~ support ~~for~~until usthe ~~throughout~~end ~~Southeast~~of ~~Asia.~~service ~~GIPL~~life ~~provides~~are ~~sales~~values ~~and~~upon ~~engineering~~which ~~support~~our ~~for~~brands usare ~~in India and the Middle East~~built.

Our corporate headquarters is co-located with our production facilities in Batavia, NY, and we have wholly-owned subsidiaries in Arvada, CO, Greenville, SC, Jupiter, FL, and Louisville, CO and have sales and engineering offices in Houston, TX, Suzhou, China and Ahmedabad and Pune, India.

We were incorporated in Delaware in 1983 and are the successor to Graham Manufacturing Co., Inc., which was incorporated in New York in 1936. Our stock is traded on the New York Stock Exchange ("NYSE") under the ticker symbol "GHM".

Our fiscal year ends on March 31 of each year. We refer to our fiscal year, which ended March 31, ~~2025~~2026, as fiscal ~~2025~~2026. Likewise, we refer to our fiscal years that will end or have ended March 31, 2027, March 31, ~~2026~~2025, ~~March 31, 2024~~ and March 31, ~~2023~~2024 as fiscal 2027, fiscal ~~2026~~2025, ~~fiscal 2024,~~ and fiscal ~~2023~~2024, respectively.

~~Acquisition~~Acquisitions - On November 9, 2023, we completed our acquisition of P3, a privately-owned custom turbomachinery engineering, product development, and manufacturing business located in Jupiter, FL that serves the Space, New Energy, Defense and Medical markets. We believe this acquisition advances our growth strategy, further diversifies our market and product offerings, and broadens our turbomachinery solutions. P3 is managed through BN, is highly complementary to BN's technology, and enhances its turbomachinery solutions.

On October 20, 2025, we completed our acquisition of Xdot Bearing Technologies ("Xdot"), a specialized consulting, design, and engineering firm focused on foil bearing technology. Xdot has been integrated into Barber-Nichols, LLC ("BN"). We believe that combining Xdot's foil bearing technology with BN's turbomachinery expertise will significantly expand our ability to design and deliver high-speed rotating machines into new markets and applications.

On January 23, 2026, we acquired FlackTek Manufacturing, LLC and FlackTek Sales, LLC (collectively, "FlackTek"), a provider of advanced mixing and material processing solutions. FlackTek's patented technology platform delivers highly repeatable, precision mixing with faster cycle times, minimal entrained air, reduced downtime between batches, consistency in production, and ultimately can achieve higher levels of product homogeneity when compared to traditional bladed methods. FlackTek's systems are used by a global customer base that includes leading original equipment manufacturers ("OEMs"), research and development centers, defense laboratories, and industrial manufacturers serving adhesives, sealants, functional coatings, composites, electronics, and other advanced materials markets. FlackTek adds a proven product portfolio with a shared customer base and an installed footprint that extends across the full value chain, from upstream to downstream production and quality control. Its mixing systems are process-critical and market-agnostic, serving defense, energetics, oil & gas, food, battery, aerospace and space, medical, and other industrial applications where precision, repeatability, and consistency drive value. FlackTek has built a growing installed base that generates recurring demand for consumables, accessories, and services, enhancing revenue visibility and durability.

Our Products, Customers and Markets

We manufacture high quality, highly reliable custom-engineered products for critical applications. ~~We have updated our end market disclosures~~ to ~~better align with how management evaluates~~ the ~~business and product portfolio. As part of this change~~Defense, ~~revenue previously classified as Refining, Chemical/Petrochemical, and Other, which included New~~ Energy ~~product sales, will now be consolidated into one market, which has been renamed “Energy~~ & Process.” ~~The Defense~~ and Space ~~end~~industries. ~~market~~Our ~~classifications~~product ~~remain~~offerings ~~unchanged.~~include the following:

•

Defense



Power plant systems - ejectors, surface condensers



Torpedo ejection, propulsion & power systems - turbines, alternators, regulators, pumps, blowers



Thermal management systems - pumps, blowers, drive electronics



Advanced mixing systems - Bladeless centrifugal mixers, accessories, services, and consumables

•

Energy & Process



Heat transfer & vacuum systems - ejectors, process condensers, surface condensers, liquid ring pumps, heat exchangers, nozzles



Power generation systems - turbines, generators, compressors, pumps



Thermal management systems - pumps, blowers, electronics



Advanced mixing systems - Bladeless centrifugal mixers, accessories, services, and consumables

•

Space



Rocket propulsion systems - turbopumps, fuel pumps, cryogenic pumps, nuclear propellant pump



Cooling systems - pumps, compressors, fans, blowers



Life support systems - fans, pumps, blowers



3Advanced mixing systems - Bladeless centrifugal mixers, accessories, services, and consumables

Our products are used in a wide range of applications, including:

•

Defense



Aircraft carrier program (CVN)



Virginia fast-attack submarine program (SSN)



Columbia and Ohio ballistic submarine program (SSBN)



U.S. Navy torpedoes (all size classes)



Refueling, overhaul replacement, and fleet sustainment equipment



Advanced radar and laser systems



Munition propellants

•

Energy & Process



Conventional oil refining



Oil sands extraction and upgrading



Ethanol plants



Cogeneration power plants



Geothermal and biomass power plants with lithium extraction



Concentrated solar power



Molten salt reactor development



Small modular nuclear reactor development



Hydrogen fuel cell power



Hydrogen production, transportation, distribution, fueling



Zero-emission aviation

Ethylene, methanol and nitrogen producing plants



Urea and fertilizer plants



Plastics, resins and fibers plants



Downstream petrochemical plants



Coal-to-chemicals plants



Gas-to-liquids plants



Edible oil plants



Food & beverage plants



Pulp & paper plants



Batteries



Personal care



Pharmaceuticals

•

Space



NASA xEMU next-generation space suit and commercial derivatives



In-space nuclear thermal propulsion turbomachinery



Propellant recirculation pumps



Space exploration blowers



Satellite active cooling pumps



Various commercial space propulsion, fluid and heat transfer applications



Space simulation chambers



~~Our~~Rocket ~~principal~~ablative ~~customers~~material ~~include tier one~~ and tier two suppliers to the Defense and Aerospace industry, refineries, petrochemical plants, large engineering companies that build installations for companies in the Energy & Process industries (or Engineering Procurement Contractors), and original equipment manufacturers ("OEM"). A representative list of our customers include: Air Liquide, Applied Research Laboratory at Pennsylvania State University, Aramco, Axiom Space, Bechtel Plant Machinery Inc., Blue Origin, Boeing, CERN, China State-owned Refiners, Cummins, Dow Chemical, DuPont, Echogen Power Systems, General Atomics, General Dynamics, ExxonMobil, Fluor Corporation, Intuitive Machines, Jacobs Engineering Group Inc., Kairos Power, Koch Fertilizer ENID LLC, L3Harris, Lockheed Martin, MHI Compressor International Corporation, NASA, Newport News Shipbuilding, Northrop Grumman, Oak Ridge National Laboratory, Radiant Nuclear, Raytheon Technologies, Relativity, Rolls-Royce North America, SAIC, SES, Sierra Space, U.S. Navy, United Launch Alliance, and Varian.coatings

Our products are sold by a team of sales engineers whom we employ directly. Two customers each accounted for more than 10% of our revenue in the fiscal 2025. As a result of our diversification efforts to more extensively support the U.S. Navy we have increased our concentration in domestic and Defense sales. Domestic sales accounted for approximately 81% of total sales in fiscal 2025, while sales to the Defense industry were 58%.

Our funded and unfunded backlog at March 31, 2025 was $412,335 compared with $390,868 at March 31, 2024. For more information on this performance indicator see "Orders, Backlog and Book-to-Bill Ratio" below.

Our principal customers include tier one and tier two suppliers to the Defense and Aerospace industry, refineries, petrochemical plants, large engineering companies that build installations for companies in the Energy & Process industries (or Engineering Procurement Contractors), and OEMs. A representative list of our customers include: 3M, Air Liquide, Anduril, Applied Research Laboratory at Pennsylvania State University, Aramco, Axiom Space, Bechtel Plant Machinery Inc., Blue Origin, Boeing, CERN, China State-owned Refiners, Cummins, Dow Chemical, DuPont, Echogen Power Systems, General Atomics, General Dynamics, GE Vernova, ExxonMobil, Fluor Corporation, Intuitive Machines, Jacobs Engineering Group Inc., Kairos Power, Koch Fertilizer ENID LLC, L3Harris, Lockheed Martin, MHI Compressor International Corporation, NASA, Newport News Shipbuilding, Northrop Grumman, Oak Ridge National Laboratory, Radiant Nuclear, Raytheon Technologies, Relativity, Rolls-Royce North America, SAIC, SES, Sierra Space, SpaceX, U.S. Navy, and United Launch Alliance.

Our products are sold by a team of sales engineers whom we employ directly. Two customers each accounted for more than 10% of our revenue in the fiscal 2026. As a result of our diversification efforts to more extensively support the U.S. Navy we have increased our concentration in domestic and Defense sales. Domestic sales accounted for approximately 85% of total sales in fiscal 2026, while sales to the Defense industry were 60%.

Our funded and unfunded backlog at March 31, 2026 was $532,637 compared to $412,335 at March 31, 2025. For more information on this performance indicator see "Orders, Backlog and Book-to-Bill Ratio" below.

Our Strengths

Our core strengths include:

•

We have a value-enhancing engineering sales and product development platform. We believe our customer-facing platform of technical sales, project estimating and application engineering are competitive advantages. We have tools and capabilities that we believe allow us to move quickly and comprehensively to meet the unique needs of our customers. We believe that our early and deep involvement in our customers' projects adds significant value and is an important competitive differentiator in the industries we serve. We believe customers need our engineering and fabrication expertise early in a project life cycle to understand how best to utilize our equipment in the optimization of their systems.

•

We are known for our strong capabilities to handle complex, custom orders. The orders we receive are extremely complex. In our markets, we believe that order administration, risk management, cost containment, quality control and engineering documentation are as important as the equipment itself. We have developed order management capabilities to enable us to deliver high quality, engineered-to-order, as well as build-to-spec, process-critical equipment in a timely manner. For our customers’ complex, custom orders we typically manage very rigorous interaction between our project management teams and the end user or its engineering firm, as product design and quality requirements are finalized. Customers' supplier selection process begins by assessing these order management capabilities.

•

We maintain a responsive, flexible production environment. Our operations teams are experienced at handling low volume, high mix orders of highly customized solutions. While certain equipment in a product group may look similar, there are often subtle technical differences which are required to deliver the desired specification. Also, during production it is not uncommon for customer-driven engineering changes to occur that alter the configuration of what had been initially released into production. The markets we serve demand this flexible operating model.

•

We have the capability to manage outsourced production. Effectively accessing the global fabrication supply chain expands our market reach, increases execution capacity and can improve competitiveness. We use this capability for three primary reasons: 1. delivering a lower cost manufacturing option; 2. expanding capacity to execute an order to meet customer timing requirements; and 3. addressing localized content requirements. We have proven capability to deliver our specialized product designs with outsourced fabrication that meets our high quality standards.

•

We provide robust technical support. Our engineering and performance improvement personnel work with our customers to optimize the performance of our equipment, provide operator training and troubleshoot performance issues. Technical expertise is important to our customers throughout the full product lifecycle and we believe their focus is on leveraging our equipment to maximize their systems' productivity.

•

We have a highly trained workforce. We maintain a long-tenured, highly skilled and flexible workforce. We support the development of our employees through programs such as our internal weld school, our partnerships with community colleges, our apprenticeship programs, and other external training programs. We continually strive to enhance our corporate culture, develop our employees and improve employee engagement.

•

We have the capability to manufacture to tight tolerances. Our manufacturing abilities include the capability to fabricate to tight tolerances. Additionally, we possess highly specialized manufacturing and electrochemical milling expertise on turbomachinery equipment. We believe this, combined with our strong quality control with objective quality evidence, provides us a unique competitive advantage.

Our Strategy

Our strategy is to build a diversified business that provides mission critical, high compliance products requiring exceptional engineering know-how and a highly-skilled and engaged workforce. We expect to accomplish this by pursuing niche applications in markets with enduring tailwinds that reward differentiated engineered product and full lifecycle scope of work with higher margins. ~~Over~~We ~~the last several years, we~~ have transitioned from a highly cyclical Energy business to a diversified company serving multiple markets ~~including~~with ~~the~~strong tailwinds including Defense, Energy & Process, and Space. ~~Our long-term goal is to drive 8% to 10% average annualized organic revenue growth and low to mid-teen adjusted EBITDA margins by fiscal 2027.~~ We ~~expect~~intend to ~~accomplish~~develop ~~our~~a ~~goals through the development of our~~ full ~~lifecycle~~ product lifecycle model serving multiple markets while leveraging our technology across our markets and driving business unit synergies to optimize profitability and stability. Additionally, we believe we must develop a highly engaged team that will drive continual improvement for the long term. Executed effectively, we expect our strategy to create more enduring, recurring opportunities and profitable growth.

5Fiscal 2023 through 2026 were characterized by continual improvement and increasing profitability, and formed the initial steps along our path to achieve our fiscal 2027 goals through investments in our business. We remain focused on disciplined execution and strategic investments that enhance our capabilities and support long-term profitable growth. Our priorities are our targeted markets, operational excellence, leveraging the investments we have made, and serving our stakeholders. We will maintain strong capital discipline with smart capital deployment. We plan to:

•

Fiscal 2023, 2024, and 2025 were characterized by continual improvement and increasing profitability, and formed the initial steps along our path to achieve our fiscal 2027 goals through investments in our business. We remain focused on our strategy which we will continue to advance in fiscal 2026 as we focus on getting better every day. Our priorities are our targeted markets, operational excellence, and serving our stakeholders. As we generate cash, we also will maintain strong capital discipline with smart capital deployment in our strategic thinking. We plan to:

Pursue clearly defined markets with significant barriers to entry

•

Optimize processes and tools to deliver superior performance

•

Engage all stakeholders to multiply our efforts

•

Prioritize capital investments that fuel growth and maximize shareholder value

•

WeSupplement have not reconciled non-GAAP forward-looking adjusted EBITDA margin to its most directly comparable GAAP measure, as permitted by Item 10(e)(1)(i)(B) of Regulation S-K. Such reconciliation would require unreasonable efforts to estimate and quantify various necessary GAAP components largely because forecasting or predicting our ~~future~~organic ~~operating~~growth ~~results~~opportunities iswith ~~subject~~strategic ~~to many factors out of our control or not readily predictable.~~acquisitions

Competition

Our business is highly competitive. The principal bases on which we compete include technology, price, performance, reputation, delivery, and quality. Our competitors listed in alphabetical order by market include:

North America Market Principal Competitors Defense DC Fabricators; Joseph Oat; PCC; Triumph Aerospace; Xylem Energy & Process Croll Reynolds Company, Inc.; Gardner Denver, Inc.; Schutte Koerting; GEA Wiegand GmbH Turbomachinery OEM – Defense and Space Ametek, Inc.; Concepts NREC; Curtiss Wright; Honeywell; Kratos Defense & Security Solns Turbomachinery OEM – Energy & Process Donghwa Entec Co., Ltd.; KEMCO; Oeltechnik GmbH Turbomachinery OEM – power and power producer Holtec; KEMCO; Maarky Thermal Systems; Thermal Engineering International (USA), Inc.


North America

Market		Principal Competitors

Defense		DC Fabricators; PCC; Triumph Aerospace; Xylem

Energy & Process		Croll Reynolds Company, Inc.; Gardner Denver, Inc.; GEA Wiegand GmbH; Korting Hannover AG; Schutte & Koerting

Turbomachinery OEM – Defense and Space		Ametek, Inc.; Collins Aerospace; Concepts NREC; Curtiss Wright; Honeywell; Kratos Defense & Security Solutions; L3Harris Technologies, Inc.

Turbomachinery OEM – Energy & Process		Donghwa Entec Co., Ltd.; KEMCO; Nikkiso Co., Ltd.; Oeltechnik GmbH

Turbomachinery OEM – power and power producer		Holtec; KEMCO; Maarky Thermal Systems; Thermal Engineering International (USA), Inc.

Advanced Mixing Systems		Hauschild SpeedMixer; Mazerustar Planetary Mixers; Thinky Corporation; Resodyn Acoustic Mixers

international Market Principal Competitors Energy & Process Croll Reynolds Company, Inc.; Edwards, Ltd.; Gardner Denver, Inc.; GEA Wiegand GmbH; Korting Hannover AG; Schutte ~~Koerting Turbomachinery OEM – Energy~~ & ~~Process Chem Process Systems~~Koerting; Donghwa Entec Co., Ltd.; Hangzhou Turbine Equipment Co., Ltd.; KEMCO; Mazda (India); Oeltechnik GmbH Turbomachinery OEM – power and power producer Chem Process Systems; Holtec; KEMCO; Mazda (India); SPX Heat Transfer; Thermal Engineering InternationalWestlake

Intellectual Property

Our success depends in part on our ability to protect our proprietary technologies. We rely on a combination of patent, copyright, trademark, trade secret laws, and contractual confidentiality provisions to establish and protect our proprietary rights. We also depend heavily on the brand recognition of the Graham and Barber-Nichols names in the marketplace. Additionally, with the acquisition of P3, we added scalable and adaptable patent-protected intellectual property that we are leveraging across our customer base. This includes P3's patented multi-channel diffuser ("MCD") and self-contained actuating magnetic pump ("SCAMP"). P3's MCD technology improves the efficiency of pumps and compressors by increasing pressure recovery and measurably increasing operating range. The MCD can be used in new designs or retrofit applications and can work with any pump or compressor that utilizes a centrifugal

~~impeller.~~Turbomachinery ~~SCAMP~~OEM is– aEnergy ~~family~~& ofProcess ~~positive~~Chem ~~displacement~~Process ~~pumps~~Systems; ~~for~~Donghwa ~~low~~Entec ~~flow~~Co., ~~high~~Ltd.; ~~pressure~~Hangzhou ~~cryogenic~~Turbine ~~applications~~Equipment ~~compatible with oxygen~~Co., ~~hydrogen, methane and nitrogen~~Ltd.; InKEMCO; ~~fiscal~~Mazda ~~2025,~~(India); weOeltechnik ~~launched~~GmbH ~~our~~Turbomachinery ~~NextGen™~~OEM ~~steam~~– ~~ejector~~power ~~nozzle which was engineered to reduce steam consumption, lower operating costs,~~ and ~~increase~~power ~~system~~producer ~~capacity,~~Chem ~~allowing~~Process ~~refineries~~Systems; ~~and~~Holtec; ~~process~~KEMCO; ~~plants~~Mazda to(India); ~~enhance~~SPX ~~throughput~~Heat ~~while~~Transfer; ~~minimizing~~Thermal ~~their~~Engineering ~~carbon~~International ~~footprint.~~Advanced ~~Ultimately~~Mixing ~~these~~Systems ~~benefits~~Hauschild ~~drive~~SpeedMixer; ~~profitability,~~Mazerustar ~~positioning~~Planetary ~~the~~Mixers; ~~NextGen™~~Thinky ~~technology as a critical tool for refineries to optimize both performance and financial returns.~~Corporation

Intellectual Property

With the acquisition of FlackTek we added scalable and adaptable patent-protected intellectual property that we intend to leverage across its customer base. This includes the MEGA™ system, enabling customers to scale advanced materials processing from R&D through pilot and into production environments. The MEGA™ System Delivers >24x production throughput versus conventional planetary bladed mixers, reducing mixing cycles from hours to minutes and enabling true high-volume industrial scale.

With the acquisition of P3 Technologies, LLC ("P3"), we added scalable and adaptable patent-protected intellectual property that we are leveraging across our customer base. This includes P3's patented multi-channel diffuser ("MCD") and self-contained actuating magnetic pump ("SCAMP"). P3's MCD technology improves the efficiency of pumps and compressors by increasing pressure recovery and measurably increasing operating range. The MCD can be used in new designs or retrofit applications and can work with any pump or compressor that utilizes a centrifugal impeller. SCAMP is a family of positive displacement pumps for low flow, high pressure cryogenic applications compatible with oxygen, hydrogen, methane and nitrogen.

In fiscal 2025, we launched our NextGen™ steam ejector nozzle which was engineered to reduce steam consumption, lower operating costs, and increase system capacity, allowing refineries and process plants to enhance throughput while minimizing their carbon footprint. Ultimately these benefits drive profitability, positioning the NextGen™ technology as a critical tool for refineries to optimize both performance and financial returns.

Availability of Raw Materials

As discussed more fully in Item 1A “Risk Factors” of this report, inflation has accelerated in the U.S. and globally due in part to global supply chain issues, a rise in energy prices, labor shortages, tariffs, and strong consumer demand. Additionally, international conflicts ~~and~~or other geopolitical events, including the ~~ongoing~~on-going ~~war between~~ Russia and ~~the~~ Ukraine war, the Israel-Hamas ~~war~~and Iran conflicts, the changes in Venezuela, and recent trade-related actions, ~~have~~may further ~~contributed~~contribute to increased supply chain costs due to shortages in raw materials, increased costs for transportation and energy, ~~tariffs, and~~ disruptions in supply chains, increased tariffs, and heightened inflation. The inflationary environment has increased the cost of our raw materials and labor, which impacts our financial results, especially given that a large percentage of our contracts are fixed-price in nature. To help mitigate this risk, we place orders for raw materials when the purchase orders are received from the customer to lock-in raw material pricing and manufacture a large portion of our international sales in-country which helps isolate us from the impacts of tariffs. Additionally, many of our contracts have terms and conditions that help protect us from inflationary increases.

Working Capital Practices

Our business does not require us to carry significant amounts of inventory or materials beyond what is needed for work in process. We negotiate progress payments from our customers on our large projects to finance costs incurred. We do not provide rights to return goods, or payment terms to customers that we consider to be extended in the context of the industries we serve. We do provide for warranty claims, which historically have not had a material impact on our results of operations. Over the last several years, we have renegotiated some of our longer-term Defense contracts to accelerate the timing of billings. This has resulted in a significant increase in our customer deposit liability and significantly reduced our working capital, thus increasing our cash flow from operations.

Government and Environmental Regulation

We are subject to a variety of laws, rules and regulations in numerous jurisdictions within the U.S. and in each of the countries where we conduct business. We are committed to conducting our business in accordance with all applicable laws, rules and regulations. These laws, rules and regulations cover several diverse areas including government contracting rules, environmental matters, employee health and safety, data and privacy protection, foreign anti-corruption practices, anti-bribery, and anti-trust provisions.

We believe that a focus on environmental stewardship is important to the work we do every day to serve our customers, create value for our stockholders, and benefit our global community. We have taken steps to improve energy efficiencies and air quality and manage water consumption and waste. We do not expect environmental costs or contingencies to be material or to have a material adverse effect on our financial performance. Due to risks in these areas, we cannot provide assurance that we will not incur material costs or liabilities in the future, which could adversely affect us.

adverse effect on our financial performance. Due to risks in these areas, we cannot provide assurance that we will not incur material costs or liabilities in the future, which could adversely affect us.

Seasonality

No material part of our business is seasonal in nature. However, since the majority of our revenue is driven by direct labor hours, our fiscal third quarter, which ends on December 31st, is typically our lowest revenue quarter of the year due to the holidays that fall in that quarter. Additionally, our Energy & Process business is highly cyclical as it depends on the willingness of our customers to invest in major capital projects. To help mitigate this risk, we have taken steps to diversify our business into the Defense industry. For fiscal ~~2025~~2026, sales to the Defense industry accounted for approximately 5860% of our total sales compared with approximately 25% in fiscal 2021. Conversely, sales to the Energy & Process markets, which are more cyclical in nature, represented approximately 3534% of revenue in fiscal ~~2025~~2026 compared with approximately 75% in fiscal 2021.

Research and Development Activities

During fiscal ~~2025~~2026, fiscal ~~2024~~2025 and fiscal ~~2023~~2024, we spent $46,~~039~~354, $34,~~944~~039 and $43,~~144~~944, respectively, on research and development ("R&D") activities. The majority of our R&D, which is not included in the above numbers, is funded by our customers and is specific to help solve our customers’ problems in order to improve efficiencies, address challenging environments, or redesign for form and function. Additionally, we engineer new products and services for our customers and invest to improve existing products and services that are not customer funded. The portion of R&D that ~~was~~specifically ~~not~~relates ~~customer~~to ~~funded~~new product development during fiscal ~~2025~~2026, fiscal ~~2024~~2025 and fiscal ~~2023~~2024 was $1,~~124~~204, $~~904~~1,124, and $~~407~~904, respectively. Going forward we expect to increase the amount of our R&D spend ~~that~~on isnew ~~not~~product ~~customer~~development ~~funded~~ in order to meet our organic growth goals, maintain our technological competitive advantage, and disrupt the markets we serve, but only if those opportunities have the proper return on investment. Going forward we expect our new product development R&D spend, that is not customer funded, to gradually increase to 1% to 2% of revenue and expect to offset a portion of this increase through process improvement and operational efficiencies.

Human Capital Resources

7As of March 31, 2026, we had 732 employees of which 23 are located outside of the U.S. We believe that our relationship with our employees is good.

As of March 31, 2025, we had 636 employees of which 20 are located outside of the U.S. We believe that our relationship with our employees is good.

At Graham, we believe our most important asset is our people. We are committed to fostering and embracing a Graham community in which employees share a mutual understanding and respect for each other. We are committed to creating a work environment which embraces inclusion regardless of race, color, religion, gender, sexual orientation, gender identity, national origin, age, genetic information, marital status, pregnancy, childbirth, disability, veteran status, medical conditions, or any protected status.

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Diversity: Our Management recognizes that fostering an inclusive environment helps us compete more effectively for talent, sustain success as a business, and build an engaged employee base. We encourage every one of our team members to form deeper relationships with those around them based on mutual respect, dignity, and understanding.

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Engagement: to encourage productive conversations within our organization, we have implemented employee surveys and active engagement committees.

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Development: We believe that employee development is vital to our continued success, and we support the development of our employees through programs such as our internal weld school training, our partnerships for external weld training, our tuition assistance program, our apprenticeship program, internships and co-op programs, our external partnership with community colleges, six sigma training classes, and our management and leadership development training.

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Health and Safety: We are dedicated to ensuring the health and safety of our team members by supporting the whole person. Our dedicated global health and safety function is executed through our business unit safety committees to ensure that employees are trained and understand our best practices to create a safe and healthy workplace for all.

Corporate Governance and Available Information

We maintain a website located at www.grahamcorp.com. On our website, we provide links that contain the reports, proxy statements and other information we file electronically with the SEC. Printed copies of all documents we file with the SEC are available free of charge for any stockholder who makes a request. Such requests should be made to our Corporate Secretary at our corporate headquarters. The other information found on our website is not part of this or any other report we file with, or furnish to, the SEC.

Item 1A. Risk Factors

~~Our~~The ~~business~~following ~~and~~disclosures ~~operations~~reflect ~~are~~the ~~subject~~Company’s tobeliefs ~~numerous~~and ~~risks,~~opinions ~~many~~as ofto ~~which~~factors ~~are~~that ~~described~~could ~~below~~materially and ~~elsewhere~~adversely inaffect ~~this~~the ~~Form~~Company ~~10-K.~~and Ifour ~~any~~future ofperformance ~~the~~and ~~events~~securities ~~described below or elsewhere~~ in ~~this~~the ~~Form 10-K occur~~future, ~~our~~or ~~business~~could ~~and~~cause actual results ofto ~~operations~~differ ~~could~~materially befrom ~~harmed.~~those ~~Additional~~expressed ~~risks~~or ~~and~~implied ~~uncertainties~~in ~~that~~our ~~are~~forward-looking ~~not~~statements. ~~presently~~References ~~known~~ to ~~us,~~past orevents ~~which~~are weprovided ~~currently~~by ~~deem~~way toof beexample ~~immaterial,~~only ~~could also harm our business~~ and ~~results~~are ofnot ~~operations.~~

intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future. Furthermore, the risks and uncertainties described below are not the only risks facing us and we cannot predict every event and circumstance that may adversely affect our business. However, these risks and uncertainties are the most significant factors that we have identified and believe at this time. If one or more of these risks actually occurs, our business, results of operations and/or financial condition could suffer, and the price of our stock could be negatively affected.

Risks Related to our Business

We may experience customer concentration risk related to strategic growth for U.S. Navy projects.

During fiscal ~~2025~~2026, sales to the Defense industry continued to grow and represented 5860% of our business compared with 5458% and 4254% of sales to the Defense industry in fiscal ~~2024~~2025 and ~~2023~~2024, respectively. While these projects are spread across multiple contractors and programs, the end customer for these projects, primarily the U.S. Navy, is the same. This concentration of business could add additional risk to us should there be a disruption, short or long term, in the funding for these projects or our participation in these Defense programs.

The loss of, or significant reduction or delay in, purchases by our largest customers could reduce our revenue and adversely affect our results of operations.

While we may have only two customers that each represent over 10% of revenue in any ~~one~~single year, a small number of customers have accounted for a substantial portion of our historical net sales. For example, sales to our top ten customers, who can vary each year, accounted for 60%, 5760%, and 4657% of consolidated net sales in fiscal ~~2025~~2026, fiscal ~~2024~~2025, and fiscal ~~2023~~2024, respectively. We expect that a limited number of customers will continue to represent a substantial portion of our sales for the foreseeable future. The loss of any of our major customers, a decrease or delay in orders or anticipated spending by such customers, or a delay in the production of existing orders could materially adversely affect our revenues and results of operations.

The size of our contracts with the Defense industry, primarily the U.S. Navy, may produce volatility in short term financial results.

We believe our strategy to increase the penetration of Defense related opportunities, primarily the U.S. Navy, which are often much larger contracts than our commercial contracts, can, on occasion, be delayed before or during the revenue recognition cycle. If we are unable to reallocate resources to other projects, we may see an increase in volatility in our near-term financial results that may impact our ability to effectively provide accurate investor guidance.

Efforts to reduce large U.S. federal budget deficits could result in government cutbacks or shifts in focus in Defense spending or in reduced incentives to pursue alternative energy projects, resulting in reduced demand for our products, which could harm our business and results of operations.

Our business strategy calls for us to continue to pursue Defense-related projects as well as projects for end users in the alternative energy markets in the U.S. In recent years, the U.S. federal government has incurred large budget deficits. Additionally, the Department of Government Efficiency ("DOGE") has ~~begun~~taken ~~taking~~actions ~~steps~~ to reduce government spending which may include reduction in funding for government contractors. In the event that U.S. federal government Defense spending is reduced or alternative energy related incentives are reduced or eliminated in an effort to reduce federal budget deficits, projects related to Defense or alternative energy may decrease demand for our products. The impact of such reductions could have a material adverse effect on our business and results of operations, as well as our growth opportunities.

Defense orders are subject to annual government funding. A disruption in funding or a lapse in funding could materially and adversely impact our business.

One of our growth strategies is to increase our penetration of Defense opportunities, primarily U.S. Navy-related. Projects for the U.S. Navy and its contractors generally have a much longer order-to-shipment time period than our commercial orders. The time between the awarding of an order and the completion of shipment can take three to seven years. Annual government funding is required to continue the production of this equipment. Disruption of government funding, short or long term, could impact the ability for us to continue our production activity on these orders. Since this business is expected to remain significant as a percentage of our overall business, such a disruption, should it occur, could adversely impact the sales and profitability of our business.

In addition, the U.S. has previously experienced lapses in federal appropriations, which had, in the past, a short-term effect on our business. Any such future lapse (each, a "Government Shutdown") could negatively affect our ability to ship finished products to customers. We rely on federal government personnel, who are not able to perform their duties during a Government Shutdown, to conduct routine business processes related to the inspection and delivery of our products, process export licenses for us, and perform other services for us that, when disrupted, may prevent us from timely shipping products outside the U.S. If we are unable to timely ship our products outside the U.S., there could be a material adverse impact on our results of operations and business. Moreover, our inability to ship products, or the perception by customers that we might not be able to timely ship our products in the future, may cause such customers to look to foreign competitors to fulfill their demand. If our customers look to foreign competitors to source equipment of the type we manufacture, there could be a material and adverse impact on our results of operations and business.

Our efforts to expand our Defense business and changes in the competitive environment for Defense procurement could materially and adversely impact our ability to grow this portion of our business.

Over the past few years, we have expanded our business and the opportunities where we bid related to Defense projects, primarily the U.S. Navy. Certain of our business expansions have relied, and in the future may rely, on awards or grants for capital expenditures related to build-outs to support this business. If we are unable to meet the required milestone achievements for these build-outs in a timely way, we may be exposed to penalties or other added costs.

In addition, our increased market share has caused an adverse share position for some of our competitors for these products. Competitor response to our market penetration is possible. Our customers may also raise concerns about their supplier concentration issues and the risk exposure related to this concentration. As the U.S. Navy is looking to expand its fleet, there is also a risk that their facilities, their supply chain, or our supply chain may not be able to support this expansion. This could adversely impact our ability to grow this portion of our business. Further, the bidding process related to these Defense projects requires us to devote a certain amount of time and resources to prepare bids and proposals and there is no assurance that we will recoup those investments.

Contract liabilities for large Defense contracts may be beyond our normal insurance coverage and a claim could have an adverse impact on our financial results.

We are diligent at managing ongoing risks related to projects and the requirements of our customers. In addition, we secure business insurance coverage to minimize the impact of a major failure or liability related to our customers. Due to certain U.S. government procurement policies, we may take on the risk of a liability for large U.S. Defense projects in excess of our insurance coverage and at a level which is higher than our commercial projects. A claim related to one of these projects could have an adverse impact on our financial results.

New technology used by the ships for the U.S. Navy may delay projects and may impact our ability to grow this portion of our business.

Certain U.S. Navy vessels are implementing new technologies, unrelated to any of the equipment that we provide. If there is a complication or delay to any ship caused by this new technology, it may delay the procurement and fabrication of future vessels, which could have a negative impact on our business.

Our exposure to fixed-price contracts and the timely completion of such contracts could negatively impact our results of operations.

A substantial portion of our sales is derived from fixed-price contracts, which may involve long-term fixed-price commitments by us to our customers. While we believe our contract management processes are strong, we nevertheless could experience difficulties in executing large contracts, including but not limited to, estimating errors, cost overruns, supplier failures and customer disputes. To the extent that any of our fixed-price contracts are delayed, our subcontractors fail to perform, contract counterparties successfully assert claims against us, the original cost estimates in these or other contracts prove to be inaccurate, or the contracts do not permit us to pass increased costs on to our customers, our profitability may decrease or losses may be incurred which, in turn, could have a material adverse effect on our business and results of operations. For our Defense projects, these fixed-priced contracts have order to shipment periods which can exceed five years. This additional time-based risk, which we believe is manageable, increases the likelihood of cost fluctuation, which could have a material adverse effect on our business and results of operation.

Zero defect and other unfavorable provisions in government contracts, some of which are customary, may subject our business to material limitations, restrictions and uncertainties and may have a material adverse impact on our financial condition and operating results.

Government contracts contain provisions that provide the U.S. government with substantial rights and remedies, many of which are not typically found in commercial contracts, including provisions that allow the U.S. government to inspect our products and unilaterally determine whether additional work is required to be completed to remedy any deemed deficiencies; to terminate existing contracts, in whole or in part, for any reason or no reason; unilaterally reduce or modify the government’s obligations under such contracts without our consent; decline to exercise an option to continue a contract or exercise an option to purchase only the minimum amount, if any, specified in a contract; take actions that result in a longer development timeline than expected; and change the course of a program in a manner that differs from the contract’s original terms or from our desired plan.

Generally, government contracts contain provisions permitting unilateral termination or modification, in whole or in part, at the U.S. government’s convenience. Under general principles of government contracting law, if the U.S. government terminates a contract for convenience, the government contractor may recover only its incurred or committed costs, settlement expenses and profit on work completed prior to the termination. If the U.S. government terminates a contract for default, the government contractor is entitled to recover costs incurred and associated profits on accepted items only and may be liable for excess costs incurred by the government in procuring undelivered items from another source. In addition, government contracts normally contain additional requirements that may increase our costs of doing business, reduce our profits, and expose us to liability for failure to comply with these terms and conditions. These requirements include, for example, unilateral inspection rights and the requirement that we complete additional work to remedy any deemed deficiency; specialized accounting systems unique to government contracts; mandatory financial audits and potential liability for price adjustments or recoupment of government funds after such funds have been spent; mandatory internal control systems and policies; and mandatory socioeconomic compliance requirements, including labor standards, non-discrimination and affirmative action programs, and environmental compliance requirements. If we fail to maintain compliance with these requirements, we may be subject to potential contract liability and to termination of our government contracts.

audits and potential liability for price adjustments or recoupment of government funds after such funds have been spent; mandatory internal control systems and policies; and mandatory socioeconomic compliance requirements, including labor standards, non-discrimination and affirmative action programs, and environmental compliance requirements. If we fail to maintain compliance with these requirements, we may be subject to potential contract liability and to termination of our government contracts.

Furthermore, any agreements and subcontracts with third parties, including suppliers, consultants, and other third-party contractors that we enter into in order to satisfy our contractual obligations pursuant to our agreements with the U.S. government must also be compliant with the terms of our government contract. Negotiating and entering into such arrangements can be time-consuming and we may not be able to reach agreement with such third parties. Any delay or inability to enter into such arrangements or entering into such arrangements in a manner that is non-compliant with the terms of our government contract may result in violations of our contract.

Government contracts are subject to extensive regulation and failure to comply with such regulations may have a material adverse impact on our financial condition and operating results.

U.S. government contracts are subject to extensive regulations such as the Federal Acquisition Regulation ("FAR"), the Truth in Negotiations Act, the Cost Accounting Standards ("CAS"), the Service Contract Act and Department of War (also known as Department of Defense) security regulations. Failure to comply with any of these regulations and other government requirements may result in contract price adjustments, financial penalties or contract termination. Our U.S. government contracts are also subject to audits, cost reviews and investigations by U.S. government oversight agencies such as the U.S. Defense Contract Audit Agency (the "DCAA"). The DCAA reviews the adequacy of, and our compliance with, our internal controls and policies (including our labor, billing, accounting, purchasing, estimating, compensation and management information systems). The DCAA also has the ability to review how we have accounted for costs under the FAR and CAS. The DCAA presents its findings to the Defense Contract Management Agency ("DCMA"). Should the DCMA determine that we have not complied with the terms of our contract and applicable statutes and regulations, or if they believe that we have engaged in inappropriate accounting or other activities, payments to us may be disallowed or we could be required to refund previously collected payments. Additionally, we may be subject to criminal and civil penalties, suspension or debarment from future government contracts, and qui tam litigation brought by private individuals on behalf of the U.S. government under the False Claims Act, which could include claims for treble damages. These suits may remain under seal (and hence, be unknown to us) for some time while the government decides whether to intervene on behalf of the qui tam plaintiff. Our failure to comply with regulations applicable to government contracts could have a material adverse impact on our financial condition and operating results.

government contracts, and qui tam litigation brought by private individuals on behalf of the U.S. government under the False Claims Act, which could include claims for treble damages. These suits may remain under seal (and hence, be unknown to us) for some time while the government decides whether to intervene on behalf of the qui tam plaintiff. Our failure to comply with regulations applicable to government contracts could have a material adverse impact on our financial condition and operating results.

Failure to comply with export, import, and sanctions laws and regulations could materially and adversely affect us.

We are subject to a number of export, import and economic sanction regulations, including the International Traffic in Arms Regulations ("ITAR"), the Export Administration Regulations ("EAR") and U.S. sanction regulations administered by the U.S. Department of Treasury, Office of Foreign Assets ("OFAC"). Foreign governments where we have operations also implement export, import and sanction laws and regulations, some of which may be inconsistent or conflict with ITAR and EAR. Where we face such inconsistencies, it may be impossible for us to comply with all applicable regulations.

If we do not obtain all necessary import and export licenses required by applicable export and import regulations, including ITAR and EAR, or do business with sanctioned countries or individuals, we may be subject to fines, penalties and other regulatory action by governmental authorities, including, among other things, having our export or import privileges suspended. We recently self-reported to the Directorate of Defense Trade Controls ("DDTC") our potential unauthorized export of technical data in violation of ITAR, but do not believe these potential violations will be material to our business or operations and have ~~taken steps to expand and strengthen our~~ compliance ~~program and internal controls. We have compliance~~ policies and procedures in place to ensure compliance with ITAR and EAR, but even if our policies and procedures for exports, imports and sanction regulations comply, but our employees fail or neglect to follow them in all respects, we might incur similar liability.

Any changes in applicable export, import or sanction laws or regulations or any legal or regulatory violations could materially and adversely affect our business and financial condition.

We may become subject to various investigations, enforcement or other regulatory actions, and other legal proceedings that could ultimately be resolved against us and could have a material adverse effect on our financial position, results of operations and/or cash flows.

A significant amount of our revenue includes sales to the Defense industry, which makes us particularly susceptible to investigations, enforcement or other regulatory actions, prosecutions and other legal proceedings, particularly those involving the U.S. government. We are or may become subject to legal proceedings (including criminal, civil and administrative) and across a broad array of matters, including, but not limited to, government contracts, cost accounting, financial accounting and reporting, false statements or claims, sanctions or other trade regulations. These matters can divert resources; result in administrative, civil or criminal fines, penalties or other sanctions (including judgments, convictions, consent or other voluntary decrees or agreements), compensatory, treble or other damages, non-monetary relief, or other liabilities; and otherwise harm our business and our ability to obtain and retain contracts with agencies of the U.S. government. Certain outcomes may lead to our suspension or debarment from government contracts. Suspension or debarment or criminal resolutions in particular could have a material adverse effect on us because of our reliance on government contracts. Legal proceedings, even if pending or not ultimately resulting in adverse action, or if fully indemnified or insured, can negatively impact our reputation among our customers and the public, and make it substantially more difficult for us to compete effectively for business, obtain and retain awards, ensure adequate funding for our programs or obtain adequate insurance in the future.

The Energy markets we serve include the petroleum refining and petrochemical industries. These industries are both highly cyclical in nature and dependent on the prices of crude oil and natural gas. As a result, volatility in the prices of oil and natural gas may negatively impact our operating results.

Our Energy & Process revenue is derived from the sale of our products to companies in the chemical, petrochemical, and petroleum refining industries, or to firms that design and construct facilities for these industries. These industries are highly cyclical, and are subject to the prices of crude oil and natural gas. The prices of crude oil and natural gas have historically had periods when they have been very volatile, as evidenced by the extreme volatility in oil prices over the past few years, in part due to the Ukraine-Russia war, the Israel-Hamas war, political uncertainty and agendas, and macroeconomic impacts. During times of significant volatility in the market for crude oil or natural gas, our customers often refrain from placing orders until the market stabilizes and future demand projections are clearer. If our customers refrain from placing orders with us, our revenue would decline and there could be a material adverse effect on our business and results of operations. Further, our commercial customers in these markets confront competing budget priorities and may have more limited resources for the types of products and services we provide. As a result, there may be fewer projects available for us to compete for and the pricing environment is anticipated to remain challenging. A sustained deterioration in any of the chemical, petrochemical, and petroleum refining industries we serve, would materially and adversely affect our business and operating results because our customers would not likely have the resources necessary to purchase our products, nor would they likely have the need to build additional facilities or improve existing facilities.

contracts. Legal proceedings, even if pending or not ultimately resulting in adverse action, or if fully indemnified or insured, can negatively impact our reputation among our customers and the public, and make it substantially more difficult for us to compete effectively for business, obtain and retain awards, ensure adequate funding for our programs or obtain adequate insurance in the future.

If we fail to successfully integrate the operations of FlackTek, our financial condition and results of operations could be adversely affected.

On January 23, 2026, we acquired FlackTek, a provider of advanced mixing and material processing solutions. We cannot provide any assurances that we will be able to integrate the operations of FlackTek without encountering difficulties, including unanticipated costs, difficulty in retaining customers and supplier or other relationships, failure to retain key employees, diversion of management's attention, failure to integrate our information and accounting systems, or establish and maintain proper internal control over financial reporting, any of which would harm our business and results of operations.

Furthermore, we may not realize the revenue and net income that we expect to achieve or that would justify our investment in FlackTek and we may incur costs in excess of what we anticipate. To effectively manage our expected future growth, we must continue to successfully manage our integration of FlackTek and continue to improve our operational systems, internal procedures, accounts receivable and management, financial and operational controls. If we fail in any of these areas, our business and results of operations could be harmed.

Our acquisition of FlackTek might subject us to unknown and unforeseen liabilities.

FlackTek may have unknown liabilities, including but not limited to, product liability, workers' compensation liability, tax liability and liability for improper business practices. Although we are entitled to indemnification from the seller of FlackTek for these and other matters, we could experience difficulty enforcing those obligations or we could incur material liabilities for the past activities of FlackTek in excess of these indemnification obligations. Such liabilities and related legal or other costs could harm our business or results of operations.

The success of our acquisition of FlackTek is dependent on the commercial performance of the MEGA™ product platform, and failure of the MEGA™ platform to achieve anticipated market acceptance could materially adversely affect our business, financial condition and results of operations.

A key component of the strategic rationale for our acquisition of FlackTek is the commercial potential of its MEGA™ product platform, which was recently launched and has a limited history of market performance. Our ability to realize the anticipated benefits of the acquisition depends on the market acceptance, sales growth and long‑term commercial success of MEGA™. The commercial performance of MEGA™ is subject to numerous risks and uncertainties, including, among others, the ability to achieve broad customer adoption, the effectiveness of our sales and marketing efforts, pricing, competitive product launches or technological alternatives, supply chain reliability, manufacturing scalability, and ongoing assessments of product safety, efficacy and overall customer value.

If MEGA™ fails to gain traction in the market, experiences slower‑than‑expected adoption, encounters unanticipated safety or manufacturing issues, or is adversely impacted by competitive pressures, we may not achieve the expected financial returns or strategic benefits associated with the acquisition. Underperformance of MEGA™ could result in reduced revenues, lower margins, impairment of intangible assets or goodwill, or other adverse financial impacts. Any of these factors could adversely affect our business, financial condition and results of operations.

Rapid technological developments within the bladeless mixer industry may render our products less competitive or obsolete, which could materially adversely affect our business, financial condition and results of operations.

The bladeless mixer industry is characterized by ongoing innovation and technological change. Competitors may develop new technologies or enhanced product features that outperform or otherwise diminish the attractiveness of our current offerings. Our ability to remain competitive depends on successfully anticipating technological trends, investing in research and development and introducing new or improved products in a timely manner. If we fail to keep pace with emerging technologies or shifting customer expectations, our products may become outdated, leading to reduced demand, loss of market share, or pricing pressure, any of which could materially adversely affect our business, financial condition and results of operations.

they have been very volatile, as evidenced by the extreme volatility in oil prices over the past few years, in part due to the Ukraine-Russia war, the Israel-Hamas war, the U.S. military’s intervention in Venezuela, the conflicts among the U.S., Israel and Iran, political uncertainty and agendas, and macroeconomic impacts. During times of significant volatility in the market for crude oil or natural gas, our customers often refrain from placing orders until the market stabilizes and future demand projections are clearer. If our customers refrain from placing orders with us, our revenue would decline and there could be a material adverse effect on our business and results of operations. Further, our commercial customers in these markets confront competing budget priorities and may have more limited resources for the types of products and services we provide. As a result, there may be fewer projects available for us to compete for and the pricing environment is anticipated to remain challenging. A sustained deterioration in any of the chemical, petrochemical, and petroleum refining industries we serve, would materially and adversely affect our business and operating results because our customers would not likely have the resources necessary to purchase our products, nor would they likely have the need to build additional facilities or improve existing facilities.

The relative costs of oil, natural gas, nuclear power, hydropower and numerous forms of alternative energy production, and transitions in consumer demand toward different types of energy, may have a material and adverse impact on our business and operating results.

Global and regional energy supply comes from many sources, including oil, natural gas, coal, hydro, nuclear, solar, wind, geothermal and biomass, among others. A cost or supply shift among these sources could negatively impact our business opportunities. A demand shift, where technological advances or consumer preferences favor the utilization of one or a few sources of energy may also impact the demand for our products both positively and negatively. Changes in consumer demand, including some driven by governmental and political preferences, toward electric, compressed natural gas, nuclear, and hydrogen vehicles may impact our business. We have products which can support certain technologies, while other technologies will not require our equipment. We expect that the systemic changes in the Energy markets, which are influenced by the increasing use by consumers of alternative fuels and government policies to stimulate their usage, will lead to demand growth for fossil-based fuels that is less than the global growth rate, which may affect our business and financial results in a materially adverse way. In addition, governmental policy can affect the relative importance of various forms of energy sources. For example, non-fossil based sources may receive government tax incentives to foster investment. If these incentives become more prominent, our Energy business could be negatively impacted.

Climate change and greenhouse gas regulations may affect our customers’ investment decisions.

Our traditional Energy markets are undergoing significant transition due to concern over the risk of climate change. While we expect that fossil fuels will continue to be an important component in the global energy industry for many years to come, there are significant changes in the priorities for capital investments by our customers and the regions in which those investments are being made. A number of countries have adopted, or are considering the adoption of, regulatory frameworks to reduce greenhouse gas emissions. These restrictions may affect our customers' ability and willingness to invest in new facilities or to re-invest in current operations. These requirements could impact the cost of our customers’ products, lengthen project implementation times, and reduce demand for hydrocarbons, as well as shift hydrocarbon demand toward lower-carbon sources. Any of the foregoing could adversely impact the demand for our products, which in turn could have an adverse effect on our business and results of operations.

Our reputation, ability to do business, and financial results may be materially and adversely impacted by improper conduct by any of our employees, agents or business partners.

We cannot provide assurance that our internal controls and compliance systems will always protect us from acts committed by our employees, agents or business partners (or of businesses we acquire or partner with) that would violate U.S. laws or the laws of the applicable jurisdiction where we do business, including, among others, laws governing payments to government officials, bribery, fraud, kickbacks and false claims, pricing, sales and marketing practices, conflicts of interest, competition, export and import compliance, money laundering and data privacy. In particular, the U.S. Foreign Corrupt Practices Act ("FCPA") and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business. Any such improper actions or allegations of such acts could damage our reputation and subject us to civil or criminal investigations in the U.S. and in other jurisdictions and related shareholder lawsuits, if any, could lead to substantial civil and criminal, monetary and non-monetary penalties, and could cause us to incur significant legal and investigatory fees. In addition, we rely on our suppliers to adhere to our supplier standards of conduct and violations of such standards of conduct could occur that could have a material and adverse effect on our financial statements. See Note 17 to our consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K for additional information.

~~Many~~Some of our large international customers are nationalized or state-owned businesses. Any failure to comply with the FCPA could adversely impact our competitive position and subject us to penalties and other adverse consequences, which could harm our business and results of operations.

We are subject to the FCPA, which generally prohibits U.S. companies from engaging in bribery or making other prohibited payments to foreign officials for the purpose of obtaining or retaining business. Recent years have seen a substantial increase in the global enforcement of anti-corruption laws, with more frequent voluntary self-disclosures by companies, aggressive investigations and enforcement proceedings by both the Department of Justice and the SEC resulting in record fines and penalties, increased enforcement activity by non-U.S. regulators, and increases in criminal and civil proceedings brought against companies and individuals. Many foreign companies, including some of our competitors, are not subject to these prohibitions. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur from time-to-time in certain of the jurisdictions in which we may operate or sell our products. We strictly prohibit our employees and agents from engaging in such conduct and have established procedures, controls and training to prevent such conduct from occurring. However, we operate in many parts of the world that are recognized as having governmental corruption problems to some degree and where strict compliance with anti-corruption laws may conflict with local customs and practices, and it is possible that our employees or agents will engage in such conduct and that we might be held responsible. Despite our training and compliance programs, we cannot assure you that our internal control policies and procedures always will protect us from unauthorized reckless or criminal acts committed by our employees or agents. In the event that we believe or have reason to believe that our employees or agents have or may have violated applicable anti-corruption laws, including the FCPA, we may be required to investigate or have outside counsel investigate the relevant facts and circumstances, which can be expensive and requires significant

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activity by non-U.S. regulators, and increases in criminal and civil proceedings brought against companies and individuals. Many foreign companies, including some of our competitors, are not subject to these prohibitions. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur from time-to-time in certain of the jurisdictions in which we may operate or sell our products. We strictly prohibit our employees and agents from engaging in such conduct and have established procedures, controls and training to prevent such conduct from occurring. However, we operate in many parts of the world that are recognized as having governmental corruption problems to some degree and where strict compliance with anti-corruption laws may conflict with local customs and practices, and it is possible that our employees or agents will engage in such conduct and that we might be held responsible. Despite our training and compliance programs, we cannot assure you that our internal control policies and procedures always will protect us from unauthorized reckless or criminal acts committed by our employees or agents. In the event that we believe or have reason to believe that our employees or agents have or may have violated applicable anti-corruption laws, including the FCPA, we may be required to investigate or have outside counsel investigate the relevant facts and circumstances, which can be expensive and requires significant time and attention from senior management. If our employees or other agents are alleged or are found to have engaged in such practices, we could incur significant costs and penalties or other consequences that may have a material adverse effect on our business, financial condition and results of operations. See Note 17 to our consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K for additional information.

Our business is highly competitive. If we are unable to successfully implement our business strategy and compete against entities with greater resources than we have or against competitors who have a relative cost advantage, we risk losing market share to current and future competitors.

We encounter competition in all of our markets. Some of our present and potential competitors may have greater financial, marketing, technical or manufacturing resources. Our competitors may also be able to respond more quickly to new technologies or processes and changes in customer demands and they may be able to devote greater resources towards the development, promotion and sale of their products. Certain competitors may also have a cost advantage compared to us due to their geography or changes in relative currency values and may compete against us based on price. This may affect our ability to secure new business and maintain our level of profitability. As our markets continue to grow, and new market opportunities expand, we could see a shift in pricing as a result of facing competitors with lower production costs, which may have a material adverse impact on our results of operations and financial results. In addition, our current and potential competitors may make strategic acquisitions or establish cooperative relationships among themselves or with third parties that increase their ability to address the needs of our customers. Moreover, customer buying patterns can change if customers become more price sensitive and accepting of lower cost suppliers. If we cannot compete successfully against current or future competitors, our business will be materially adversely affected.

Customer focus on short-term costs versus prioritizing quality and brand recognition, could harm our business and negatively impact our financial results.

Although we have long-term relationships with many of our customers and with many engineering, procurement and construction companies, the project management requirements, pricing levels and costs to support each customer and customer type are often different. Our customers have historically focused on the quality of the engineering and product solutions which we have provided to them, which may come at a higher cost. Because our customers are unable to predict the length of the time period for the economic viability of their plants, there has been more of a focus on relative importance of cost versus quality which looks at short-term costs instead of total long-term cost of operations.

In addition, customers in emerging markets which are driving global demand growth may also place less emphasis on our high quality and brand name than do customers in the U.S. and certain other industrialized countries where we compete. If we are forced to compete for business with customers that place less emphasis on quality and brand recognition than our current customers, our results of operations could be materially adversely affected.

A change in the structure of our markets, including through consolidation, could harm our business and negatively impact our financial results.

There are strong and long-standing relationships throughout the supply chain between the many parties involved in serving the end users of our products. A change in the landscape between engineering and procurement companies, original equipment suppliers, others in the supply chain, and/or with the end users could have a material adverse effect on our business and results of operations. These changes, or others, might occur through industry consolidations such as mergers, acquisitions or other business partnerships, and could have a material impact on our business and negatively impact our financial results.

Our acquisition strategy may not be successful or may increase business risk.

The success of our acquisition strategy will depend, in part, on our ability to identify suitable companies or businesses to purchase and then successfully negotiate and close acquisition transactions. In addition, our success depends in part on our ability to integrate acquisitions and realize the anticipated benefits from combining the acquisition with our historical business, operations and management. We cannot provide any assurances that we will be able to complete any acquisitions and then successfully integrate the business and operations of those acquisitions without encountering difficulties, including unanticipated costs, issues or liabilities, difficulty in retaining customers and supplier or other relationships, failure to retain key employees, diversion of our management’s attention, failure to integrate information and accounting systems, or establish and maintain proper internal control over financial reporting. Moreover, as part of the integration process, we must incorporate an acquisition’s existing business culture and compensation structure with our existing business. We also need to utilize key personnel who may be distracted from the core business. If we are not able to efficiently integrate an acquisition’s business and operations into our organization in a timely and efficient manner, or at all, the anticipated benefits of the acquisition may not be realized, or it may take longer to realize these benefits than we expect, either of which could have a material adverse effect on our business or results of operations.

difficulty in retaining customers and supplier or other relationships, failure to retain key employees, diversion of our management’s attention, failure to integrate information and accounting systems, or establish and maintain proper internal control over financial reporting. Moreover, as part of the integration process, we must incorporate an acquisition’s existing business culture and compensation structure with our existing business. We also need to utilize key personnel who may be distracted from the core business. If we are not able to efficiently integrate an acquisition’s business and operations into our organization in a timely and efficient manner, or at all, the anticipated benefits of the acquisition may not be realized, or it may take longer to realize these benefits than we expect, either of which could have a material adverse effect on our business or results of operations.

We have foreign operations and a percentage of our sales occur outside of the U.S. As a result, we are subject to the economic, political, regulatory and other risks of international operations.

13For fiscal 2026, 15% of our revenue was from customers located outside of the U.S. Moreover, through our subsidiaries, we maintain sales and engineering support offices in China and India. We also service our foreign customers through the use of subcontract vendors that are located in those countries. We intend to continue to expand our international operations to the extent that suitable opportunities become available. Our foreign operations and sales could be adversely affected as a result of:

•

For fiscal 2025, 19% of our revenue was from customers located outside of the U.S. Moreover, through our subsidiaries, we maintain a sales and engineering support office in China and a sales and engineering support office in India. We also service our foreign customers through the use of subcontract vendors that are located in those countries. We intend to continue to expand our international operations to the extent that suitable opportunities become available. Our foreign operations and sales could be adversely affected as a result of:

nationalization of private enterprises and assets;

•

trade policies incentivizing domestic trade over international trade;

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political or economic instability in certain countries and regions, such as the ongoing instability throughout the Middle East and/or portions of the former Soviet Union;

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the ~~global~~ economic impact ~~as a result~~ of global health concerns;

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political relationships between the U.S. and certain countries and regions;

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differences in foreign laws, including difficulties in protecting intellectual property and uncertainty in enforcement of contract rights;

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the possibility that foreign governments may adopt regulations or take other actions that could directly or indirectly harm our business and growth strategy;

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credit risks;

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currency fluctuations;

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tariff and tax increases;

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export and import restrictions and restrictive regulations of foreign governments;

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shipping products during times of crisis or war;

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our failure to comply with U.S. laws regarding doing business in foreign jurisdictions, such as FCPA; or

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other factors inherent in maintaining foreign operations.

We are subject to foreign currency fluctuations which may adversely affect our operating results.

We are exposed to the risk of currency fluctuations between the U.S. dollar and the currencies of the countries in which we sell our products to the extent that such sales are not based in U.S. dollars - primarily the Chinese RMB and India INR. Currency movements can affect sales in several ways, the foremost being our ability to compete for orders against foreign competitors that base their prices on relatively weaker currencies. Strength of the U.S. dollar compared with the Euro, India, or Asian currencies may put us in a less competitive position. Business lost due to competition for orders against competitors using a relatively weaker currency cannot be quantified. In addition, cash can be adversely impacted by the conversion of sales made by us in a foreign currency to U.S. dollars. While we may enter into currency exchange rate hedges from time to time to mitigate these types of fluctuations, we cannot remove all fluctuations or hedge all exposures and our earnings could be adversely impacted by changes in currency exchange rates. In addition, if the counter-parties to such exchange contracts do not fulfill their obligations to deliver the contractual foreign currencies, we could be at risk for fluctuations, if any, required to settle the obligation. Any of the foregoing could adversely affect our business and results of operations. At March 31, ~~2025~~2026, we held no forward foreign currency exchange contracts.

Our future success may be affected by indebtedness.

As of March 31, ~~2025~~2026, we had $013,000 outstanding under our revolving credit facility with Wells Fargo Bank, National Association ("Wells Fargo"). We may borrow additional funds in the future to support our growth and working capital needs. Pursuant to our revolving credit facility with Wells Fargo, we are required to provide financial information and reports while complying with other financial covenants. In the future, should we be out of compliance with our revolving credit facility, there can be no assurance that we would be able to obtain waivers or renegotiate our credit facilities in a timely manner, on acceptable terms or at all. If we were not able to obtain a covenant waiver under our debt facilities or renegotiate such facilities, we could be in default of such agreements, and in the event of such default our lender could demand immediate repayment of amounts outstanding. There can be no assurance that we would have sufficient cash, or be able to raise sufficient debt or equity capital, or divest assets, to refinance or repay such facility or facilities in the event of such demand. As a result, the failure to obtain covenant waivers or renegotiate our facilities as described above would have a material adverse effect on us and our ability to service our debt obligations.

able to obtain a covenant waiver under our debt facilities or renegotiate such facilities, we could be in default of such agreements, and in the event of such default our lender could demand immediate repayment of amounts outstanding. There can be no assurance that we would have sufficient cash, or be able to raise sufficient debt or equity capital, or divest assets, to refinance or repay such facility or facilities in the event of such demand. As a result, the failure to obtain covenant waivers or renegotiate our facilities as described above would have a material adverse effect on us and our ability to service our debt obligations.

The impact of potential changes in customs and trade policies and tariffs imposed by the U.S. and those imposed in response by other countries, including China, as well as rapidly changing trade relations, could materially and adversely affect our business and results of operations.

The U.S. government has made proposals that are intended to address trade imbalances, which include encouraging increased production in the U.S. These proposals could result in increased customs duties and the renegotiation of some U.S. trade agreements. Changes in U.S. and foreign governments’ trade policies have resulted and may continue to result in tariffs on imports into, and exports from, the U.S. In the past, the U.S. imposed tariffs on imports from several countries, including China, Canada, the European Union, India, and Mexico. In response, China, Canada, the European Union, India, and Mexico have proposed or implemented their own tariffs on certain exports from the U.S. into those countries. Tariffs affecting our products and product components, including raw materials we use, particularly electronic components, high-end steel and steel related products, may add significant costs to us and make our products more expensive. Potential future changes in trade policies could result in customers changing their behavior in project procurement, due to uncertainty related to timely execution and/or import and export restrictions. As a result, our products could become less attractive to customers outside the U.S. due to U.S. import tariffs on our raw materials and our profit margins would be negatively impacted. Accordingly, continued tariffs may weaken relationships with certain trading partners and may adversely affect our financial performance and results of operations. When beneficial to us, we may consider alternate sourcing options, including offshore subcontracting, in order to minimize the impact of the tariffs. Because we conduct aspects of our business in China through our subsidiary, potential reductions in trade with China and diminished relationships between China and the U.S., as well as the continued escalation of tariffs, could have a material adverse effect on our business and results of operations.

The operations of our subsidiary in China may be adversely affected by China’s evolving economic, political and social conditions.

We conduct our business in China primarily through our wholly-owned subsidiary. The results of operations and future prospects of our subsidiary in China may be adversely affected by, among other things, changes in China's political, economic and social conditions, changes in the relationship between China and its western trade partners, changes in policies of the Chinese government, changes in laws and regulations or in the interpretation of existing laws and regulations, changes in foreign exchange regulations, measures that may be introduced to control inflation, such as interest rate increases and changes in the rates or methods of taxation. In addition, changes in demand could result from increased competition from local Chinese manufacturers who have cost advantages or who may be preferred suppliers for Chinese end users. Also, China's commercial laws, regulations and interpretations applicable to non-Chinese owned market participants, such as us, are continually changing. These laws, regulations and interpretations could impose restrictions on our ownership or the operation of our interests in China and have a material adverse effect on our business and results of operations.

Intellectual property rights are difficult to enforce in China and India, which could harm our business.

Commercial law in China is relatively undeveloped compared with the commercial law in many of our other major markets and limited protection of intellectual property is available in China as a practical matter. Similarly, proprietary information may not be afforded the same protection in India as it is in our other major markets with more comprehensive intellectual property laws. Although we take precautions in the operations of our subsidiaries to protect our intellectual property, any local design or manufacture of products that we undertake could subject us to an increased risk that unauthorized parties will be able to copy or otherwise obtain or use our intellectual property, which could harm our business. We may also have limited legal recourse in the event we encounter patent or trademark infringers, which could have a material adverse effect on our business and results of operations.

Uncertainties with respect to the legal system in China may adversely affect the operations of our subsidiary in that country.

Our subsidiary in China is subject to laws and regulations applicable to foreign investment in China. There are uncertainties regarding the interpretation and enforcement of laws, rules and policies in China. The legal system in China is based on written statutes, and prior court decisions have limited precedential value. Because many laws and regulations are relatively new and the Chinese legal system is still evolving, the interpretations of many laws, regulations and rules are not always uniform. Moreover, the relative inexperience of China's judiciary system creates additional uncertainty as to the outcome of any litigation, and the interpretation of statutes and regulations may be subject to government policies reflecting domestic political agendas. Finally, enforcement of existing laws or contracts based on existing law may be uncertain and sporadic. For the preceding reasons, it may be difficult for us to obtain timely or equitable enforcement of laws ostensibly designed to protect companies like ours, which could have a material adverse effect on our business and results of operations.

Regulation of foreign investment in India may adversely affect the operations of our Indian subsidiary.

Our subsidiary in India is subject to laws and regulations applicable to foreign investment in India. India regulates ownership of Indian companies by foreign entities. These regulations may apply to our funding of our Indian operating subsidiary. For example, the government of India has set out criteria for foreign investments in India, including requirements with respect to downstream investments by companies in India which are owned or controlled by foreign entities and the transfer of ownership or control of companies in India in certain industries. These requirements may adversely affect our ability to operate our Indian subsidiary. There can be no assurance that we will be able to obtain any required approvals for future acquisitions, investments or operations in India, or that we will be able to obtain such approvals on satisfactory terms.

Changes in U.S. and foreign energy policy regulations could adversely affect our business.

Energy policy in the U.S. and other countries where we sell our products is evolving rapidly and we anticipate that energy policy will continue to be an important legislative priority in the jurisdictions where we sell our products. It is difficult, if not impossible, to predict the changes in energy policy that could occur, as they may be related to changes in political administration, public policy or other factors. The elimination of, or a change in, any of the current rules and regulations in any of our markets could create a regulatory environment that makes our end users less likely to purchase our products, which could have a material adverse effect on our business. Government subsidies or taxes, which favor or disfavor certain energy sources compared with others, could have a material adverse effect on our business and operating results.

Near-term income statement impact from competitive contracts could adversely affect our operating results.

During weaker market periods, we may choose to be more aggressive in pricing certain competitive projects to protect or gain market share or to maintain or increase the utilization of our facilities. In these situations, it is possible that an incrementally profitable order, while increasing contribution, may be unprofitable from an accounting perspective when including fixed manufacturing costs. In these situations, we are required to recognize the financial loss at the time of order acceptance, or as soon as our cost estimates are updated, whichever occurs first. It is possible we may accumulate losses either on a large project or more than one project such that, in a short time period, for example a reporting quarter, these losses may have a meaningful impact on the earnings for that period.

Our operating results could be adversely affected by customer contract cancellations and delays.

Adverse economic or specific project conditions can lead to a project being placed on hold or cancelled by our customers. We had noone material ~~projects~~project cancelled in fiscal ~~2025~~2026, ~~and~~no ~~one~~ material ~~contract~~contracts cancelled in fiscal ~~2024~~2025, and one material project cancelled in fiscal ~~2023~~2024. We had ~~two~~one material ~~contracts~~contract on hold at March 31, ~~2025~~2026.

We attempt to mitigate the risk of cancellation by structuring contracts with our customers to maximize the likelihood that progress payments made to us for individual projects cover the costs we have incurred. As a result, we do not believe we have a significant cash exposure to projects which may be cancelled. Open orders are reviewed continuously through communications with customers. If it becomes evident to us that a project is delayed well beyond its original shipment date, management will move the project into "placed on hold" (i.e., suspended) category. Furthermore, if a project is cancelled by our customer, it is removed from our backlog.

The value of our backlog as of March 31, ~~2025~~2026 was $~~412~~532,~~335~~637. Our backlog can be significantly affected by the timing of large orders. The amount of our backlog at March 31, ~~2025~~2026 is not necessarily indicative of future backlog levels or the rate at which our backlog will be recognized as sales. Although historically the amount of modifications and terminations of our orders has not been material compared with our total contract volume, customers can, and sometimes do, terminate or modify their orders. This generally occurs more often in times of end market or capital market turmoil. We cannot predict whether cancellations will occur or accelerate in the future. Although certain of our contracts in backlog may contain provisions allowing for us to assess cancellation charges to our customers to compensate us for costs incurred on cancelled contracts, cancellations of purchase orders or modifications made to existing contracts could substantially and materially reduce our backlog and, consequently, our future sales and results of operations. Moreover, delay of contract execution by our customers can result in volatility in our operating results.

Our current backlog contains a number of funded and unfunded large Defense orders. In addition, we are continuing to pursue business in this end market which offers large multi-year projects which have an added risk profile beyond that of our historic customer base. A delay, long-term extension, lack of funding, or cancellation of any of these projects could have a material adverse effect on our business and results of operations.

Further, certain Defense contracts we secure may be designated a program of highest national priority requiring production preference over commercial orders which could impact our commercial backlog and result in production delays. As a result, commercial customers could seek damages, including liquidated damages, as performance penalties and there may be a negative impact to the willingness of customers to place future orders with us due to a concern that orders may be subordinated to such contracts.

Our customers’ ability and willingness to make progress payments may be impacted by any extended downturn in their markets which could adversely impact their financial stability and increase the risk to us of uncollectible accounts receivables.

The financial strength of our customers can be impacted by a severe or lengthy downturn in their markets which could lead to additional risk in our ability to collect outstanding accounts receivables. We attempt to mitigate this risk with the utilization of progress payments for many projects, but certain industries, end markets and geographies are not as willing to make progress payments. Certain projects require a small portion of the total payments to be held until the customer's facility is fully operational, which can be in excess of one year beyond our delivery of equipment to them. This additional time may add risk to our ability to collect on the outstanding accounts receivables.

projects require a small portion of the total payments to be held until the customer's facility is fully operational, which can be in excess of one year beyond our delivery of equipment to them. This additional time may add risk to our ability to collect on the outstanding accounts receivables.

We may experience losses if we are unable to collect on our accounts receivables if our customers are unable or unwilling to pay their invoices in a timely manner or at all.

Our customers, even those we have had a long-standing business relationship with, may at any time experience economic hardship which could cause those customers to be unwilling or unable to pay their invoices in a timely manner or at all. In addition, a number of our customers may have limited resources and may not have a history of creditworthiness that we can audit to determine reliability for payment of accounts receivable. For example, many of our customers and the key players within the Space and New Energy industries, which are unproven markets, have not yet achieved profitability, have incurred significant losses since inception, and may be unable to achieve profitability when expected, if at all. As such, our ability to predict and plan for future revenue and operations within the Space and New Energy industries is subject to risk. Due to the variable nature of sales and orders within the Space and New Energy industries, our future revenue and growth in these industries is uncertain and may materially and adversely impact our results of operations.

reliability for payment of accounts receivable. For example, many of our customers and the key players within the Space and New Energy industries, which are unproven markets, have not yet achieved profitability, have incurred significant losses since inception, and may be unable to achieve profitability when expected, if at all. As such, our ability to predict and plan for future revenue and operations within the Space and New Energy industries is subject to risk. Due to the variable nature of sales and orders within the Space and New Energy industries, our future revenue and growth in these industries is uncertain and may materially and adversely impact our results of operations.

To the extent a company is unable or unwilling to fulfill their obligations to us, it could result in a material and adverse impact to our results of operations. Even if they are financially solvent and stable and we are successful in securing a commercial relationship with them, their business plans for future programs may be inherently uncertain and unpredictable, and less structured than other companies. If any of our customers suffers significant financial difficulties, insolvency or bankruptcy, they may be unable to pay us in a timely manner or at all. It is also possible that our customers may contest their obligations to pay us, including under bankruptcy laws or otherwise. Even if our customers do not contest their obligations to pay us, if our customers are unable to pay us in a timely manner, it could materially and adversely impact our ability to collect accounts receivable. Moreover, we may have to negotiate significant discounts and/or extended financing terms with these customers in such a situation in an attempt to secure outstanding payments or partial payment. Accordingly, if we are unable to collect upon our accounts receivable as they come due in an efficient and timely manner, our business, financial condition or results of operations may be materially and adversely affected.

Given our size and the specialization of our business, if we lose any member of our management, technical or sales team and we experience difficulty in finding a qualified replacement, our business could be harmed.

Competition for qualified management, including our executive management, and key technical and sales personnel in our industry is intense. Moreover, our technology is highly specialized, and it may be difficult to replace the loss of any of our key technical and sales personnel. Many of the companies with which we compete for management and key technical and sales personnel have greater financial and other resources than we do or are located in geographic areas which may be considered by some to be more desirable places to live. If we are not able to retain any of our key management, including our executive management, technical or sales personnel, due to competition, retirement or any other reason for leaving, it could have a material adverse effect on our business and results of operations.

If we become subject to product liability, warranty or other claims, our results of operations and financial condition could be adversely affected.

The manufacture and sale of our products exposes us to potential product liability claims, including those that may arise from failure to meet product specifications, misuse or malfunction of our products, design flaws in our products, or use of our products with systems not manufactured or sold by us. For example, our equipment is installed in facilities that operate dangerous processes and the misapplication, improper installation or failure of our equipment may result in exposure to potentially hazardous substances, personal injury, or property damage. In addition, BN produces certain products in large quantities which could also expose us to potential product warranty and liability claims.

Provisions contained in our contracts with customers that attempt to limit our damages may not be enforceable or may fail to protect us from liability for damages and we may not negotiate such contractual limitations of liability in certain circumstances. Our liability insurance may not cover all liabilities and our historical experience may not reflect liabilities we may face in the future. Our risk of liability may increase as we manufacture more complex or larger projects. We also may not be able to continue to maintain such liability insurance at a reasonable cost or on reasonable terms, or at all. Any material liability not covered by provisions in our contracts or by insurance could have a material adverse effect on our business and financial condition.

Furthermore, if a customer suffers damage as a result of an event related to one of our products, even if we are not at fault, they may reduce their business with us. We may also incur significant warranty claims which are not covered by insurance. In the event a customer ceases doing business with us as a result of a product malfunction or defect, perceived or actual, or if we incur significant warranty costs in the future, there could be a material adverse effect on our business and results of operations.

Security threats and other sophisticated computer intrusions could harm our information systems, which in turn could harm our business and financial results.

We utilize information systems and computer technology throughout our business. We store sensitive data, classified data, proprietary information and perform engineering designs and calculations on these systems. Threats to these systems, and the laws and regulations governing security of data, including personal data, on information systems and otherwise held by companies is evolving and adding layers of complexity in the form of new requirements and increasing costs of attempting to protect information systems and data and complying with new cybersecurity regulations. Information systems are subject to numerous and evolving cybersecurity threats and sophisticated computer crimes, which pose a risk to the stability and security of our information systems, computer technology, and 18

17We utilize information systems and computer technology throughout our business. We store sensitive data, classified data, proprietary information and perform engineering designs and calculations on these systems. Threats to these systems, and the laws and regulations governing security of data, including personal data, on information systems and otherwise held by companies is evolving and adding layers of complexity in the form of new requirements and increasing costs of attempting to protect information systems and data and complying with new cybersecurity regulations. Information systems are subject to numerous and evolving cybersecurity threats and sophisticated computer crimes, which pose a risk to the stability and security of our information systems, computer technology, and business. Global cybersecurity threats can range from uncoordinated individual attempts to gain unauthorized access to our information systems and computer technology to sophisticated and targeted measures known as advanced persistent threats and ransomware. The techniques used in these attacks change frequently and may be difficult to detect for periods of time and we may face difficulties in anticipating and implementing adequate preventative measures. The potential consequences of a material cybersecurity incident and its effects include financial loss, reputational damage, the inability to conduct business, litigation with third parties, theft of intellectual property, fines levied by the Federal Trade Commission or other government agencies, diminution in the value of our investment in research, development and engineering, and increased cybersecurity protection and remediation costs due to the increasing sophistication and proliferation of threats, which in turn could adversely affect our competitiveness and results of operations. A failure or breach in security could expose our company as well as our customers and suppliers to risks of misuse of information, compromising confidential information and technology, destruction of data, production disruptions, ransom payments, and other business risks which could damage our reputation, competitive position and financial results of our operations. Further, our technology resources may be strained due to an increase in the number of remote users. Cybersecurity laws and regulations continue to evolve and are increasingly demanding, both in the U.S. and globally, which adds compliance complexity and may increase our costs of compliance and expose us to reputational damage or litigation, monetary damages, regulatory enforcement actions, or fines in one or more jurisdictions. While we carry cyber insurance, we cannot be certain that our coverage will be adequate for liabilities actually incurred, that insurance will continue to be available to us on economically reasonable terms or at all, or that any insurer will not deny coverage as to any future claim. In addition, defending ourselves against these threats may increase costs or slow operational efficiencies of our business. If any of the foregoing were to occur, it could have a material adverse effect on our business and results of operations.

business. Global cybersecurity threats can range from uncoordinated individual attempts to gain unauthorized access to our information systems and computer technology to sophisticated and targeted measures known as advanced persistent threats and ransomware. The techniques used in these attacks change frequently and may be difficult to detect for periods of time and we may face difficulties in anticipating and implementing adequate preventative measures. The potential consequences of a material cybersecurity incident and its effects include financial loss, reputational damage, the inability to conduct business, litigation with third parties, theft of intellectual property, fines levied by the Federal Trade Commission or other government agencies, diminution in the value of our investment in research, development and engineering, and increased cybersecurity protection and remediation costs due to the increasing sophistication and proliferation of threats, which in turn could adversely affect our competitiveness and results of operations. A failure or breach in security could expose our company as well as our customers and suppliers to risks of misuse of information, compromising confidential information and technology, destruction of data, production disruptions, ransom payments, and other business risks which could damage our reputation, competitive position and financial results of our operations. Further, our technology resources may be strained due to an increase in the number of remote users. Cybersecurity laws and regulations continue to evolve and are increasingly demanding, both in the U.S. and globally, which adds compliance complexity and may increase our costs of compliance and expose us to reputational damage or litigation, monetary damages, regulatory enforcement actions, or fines in one or more jurisdictions. While we carry cyber insurance, we cannot be certain that our coverage will be adequate for liabilities actually incurred, that insurance will continue to be available to us on economically reasonable terms or at all, or that any insurer will not deny coverage as to any future claim. In addition, defending ourselves against these threats may increase costs or slow operational efficiencies of our business. If any of the foregoing were to occur, it could have a material adverse effect on our business and results of operations.

If third parties infringe upon our intellectual property or if we were to infringe upon the intellectual property of third parties, we may expend significant resources enforcing or defending our rights or suffer competitive injury.

Our success depends in part on our proprietary technology. We rely on a combination of patent, copyright, trademark, trade secret laws and confidentiality provisions to establish and protect our proprietary rights. If we fail to successfully enforce our intellectual property rights, our competitive position could suffer. We may also be required to spend significant resources to monitor and police our intellectual property rights. Similarly, if we were found to have infringed upon the intellectual property rights of others, our competitive position could suffer. Furthermore, other companies may develop technologies that are similar or superior to our technologies, duplicate or reverse engineer our technologies or design around our proprietary technologies. Any of the foregoing could have a material adverse effect on our business and results of operations.

In some instances, litigation may be necessary to enforce our intellectual property rights and protect our proprietary information, or to defend against claims by third parties that our products infringe upon their intellectual property rights. Any litigation or claims brought by or against us, whether with or without merit, could result in substantial costs to us and divert the attention of our management, which could materially harm our business and results of operations. In addition, any intellectual property litigation or claims against us could result in the loss or compromise of our intellectual property and proprietary rights, subject us to significant liabilities, require us to seek licenses on unfavorable terms, prevent us from manufacturing or selling certain products or require us to redesign certain products, any of which could have a material adverse effect on our business and results of operations.

Our enterprise resource planning system utilized at our facilities in Batavia, NY is aging, and we may experience issues from implementation of a new enterprise resource planning system.

We have an enterprise resource planning system ("ERP") to assist with the collection, storage, management and interpretation of data from our business activities to support future growth and to integrate significant processes. Our ERP at our Batavia, NY operations is aging and we began implementing a new ERP during fiscal 2024 and is scheduled to go live in fiscal ~~2026~~2027. ERP implementations are complex, distracting to the business and management, and time-consuming and involve substantial expenditures on system software and implementation activities, as well as changes in business processes. Our ERP is critical to our ability to accurately maintain books and records, record transactions, provide important information to our management and prepare our consolidated financial statements. ERP implementations also require the transformation of business and financial processes in order to reap the benefits of the new ERP; any such transformation involves risks inherent in the conversion to a new computer system, including loss of information and potential disruption to our normal operations. Any disruptions, delays or deficiencies in the design and implementation of our new ERP could adversely affect our ability to process orders, provide services and customer support, send invoices and track payments, fulfill contractual obligations, or otherwise operate our business. Additionally, if the ERP does not operate as intended, the effectiveness of our internal control over financial reporting could be adversely affected or our ability to assess it adequately could be delayed. Further, we may not realize the benefits we anticipate should all or part of the ERP upgrade implementation process prove to ~~be ineffective. Accordingly, such events may disrupt or reduce the efficiency of our entire operations and have a material adverse effect on our operating results and cash flows.~~

Our growth is contingent upon expanding our manufacturing facilities in Arvada, CO and Batavia, NY. If we are unable to expand our manufacturing facilities in Arvada or Batavia our results of operations and financial condition may be adversely affected and/or we may not be able to meet our growth goals and objectives.19

18be ineffective. Accordingly, such events may disrupt or reduce the efficiency of our entire operations and have a material adverse effect on our operating results and cash flows.

AsOur agrowth ~~manufacturer, our ability to grow revenue~~ is ~~constrained~~contingent byupon ~~our~~expanding ~~ability to expand~~ our manufacturing facilities. ~~Our~~in BNArvada, ~~campus~~CO, isBatavia, ~~landlocked~~NY and ~~there are limited opportunities to expand our manufacturing footprint in Arvada~~Louisville, CO. If we are unable to expand ~~in Arvada~~ our ~~growth~~manufacturing ~~may~~facilities bein ~~limited~~Arvada, weBatavia ~~may be required to relocate our campus~~ or weLouisville ~~may have to incur substantial capital expenditures to redevelop~~ our ~~Arvada~~results ~~campus. To help mitigate this risk, in fiscal 2025 we purchased a piece~~ of ~~land~~operations ~~adjacent~~and tofinancial ~~the~~condition ~~BN campus in Arvada, CO, which~~ may be ~~utilized~~adversely ~~for~~affected ~~future~~and/or ~~expansion if~~ we out grow our current facilities. Further, we are currently expanding our Batavia, NY campus by constructing a new 30,000 square foot manufacturing facility funded primarily from a strategic investment from one of our Defense customers. If we are unable to timely complete the new manufacturing facility we may not be able to meet our ~~planned~~growth ~~production~~goals ~~schedule for U.S. Navy projects, which could delay the completion of projects in our backlog or reduce the number of U.S. Navy projects we receive in the future,~~ and ~~could cause us to incur significant cost overruns~~objectives. ~~Any of these risks associated with our ability to grow our manufacturing facilities could adversely affect our results of operations and financial condition.~~

As a manufacturer, our ability to grow revenue is constrained by our ability to expand our manufacturing facilities. Our BN campus is landlocked and there are limited opportunities to expand our manufacturing footprint in Arvada, CO. Additionally, our Louisville, CO campus is landlocked and there are limited opportunities to expand our manufacturing footprint in Louisville, CO. If we are unable to expand in Arvada or Louisville our growth may be limited, we may be required to relocate our campuses or we may have to incur substantial capital expenditures to move our campuses. We currently have plans to expand our Arvada, CO campus by constructing a new 30,000 square foot manufacturing facility. If we are unable to timely complete the new manufacturing facility we may not be able to meet our planned production schedule for U.S. Navy projects, which could delay the completion of projects in our backlog or reduce the number of U.S. Navy projects we receive in the future, and could cause us to incur significant cost overruns. Any of these risks associated with our ability to grow our manufacturing facilities could adversely affect our results of operations and financial condition.

We face potential liability from asbestos exposure and similar claims that could result in substantial costs to us as well as divert attention of our management, which could have a material adverse effect on our business and results of operations.

We are a defendant in a number of lawsuits alleging illnesses from exposure to asbestos or asbestos-containing products and seeking unspecified compensatory and punitive damages. We cannot predict with certainty the outcome of these lawsuits or whether we could become subject to any similar, related or additional lawsuits in the future. In addition, because some of our products are used in systems that handle toxic or hazardous substances, any failure or alleged failure of our products in the future could result in litigation against us. For example, a claim could be made under various regulations for the adverse consequences of environmental contamination. Any litigation brought against us, whether with or without merit, could result in substantial costs to us as well as divert the attention of our management, which could have a material adverse effect on our business and results of operations.

Provisions contained in our certificate of incorporation and bylaws could impair or delay stockholders' ability to change our management and Board of Directors, and could discourage takeover transactions that some stockholders might consider to be in their best interests.

Provisions of our certificate of incorporation and bylaws could impede attempts by our stockholders to remove or replace our management and Board of Directors, and could discourage others from initiating a potential merger, takeover or other change of control transaction, including a potential transaction at a premium over the market price of our common stock, that our stockholders might consider to be in their best interests. Such provisions include:

•

We could issue shares of preferred stock with terms adverse to our common stock. Under our certificate of incorporation, our Board of Directors is authorized to issue shares of preferred stock and to determine the rights, preferences and privileges of such shares without obtaining any further approval from the holders of our common stock. We could issue shares of preferred stock with voting and conversion rights that adversely affect the voting power of the holders of our common stock, or that have the effect of delaying or preventing a change in control of our company.

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Only a minority of our directors may be elected in a given year. Our bylaws provide for a classified Board of Directors, with only approximately one-third of our Board of Directors elected each year. This provision makes it more difficult to effect a change of control because at least two annual stockholder meetings are necessary to replace a majority of our directors.

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Our bylaws contain advance notice requirements. Our bylaws also provide that any stockholder who wishes to bring business before an annual meeting of our stockholders or to nominate candidates for election as directors at an annual meeting of our stockholders must deliver advance notice of their proposals to us before the meeting. Such advance notice provisions may have the effect of making it more difficult to introduce business at stockholder meetings or nominate candidates for election as director.

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Our certificate of incorporation requires supermajority voting to approve a change of control transaction. Seventy-five percent of our outstanding shares entitled to vote are required to approve any merger, consolidation, sale of all or substantially all of our assets and similar transactions if the other party to such transaction owns 5% or more of our shares entitled to vote. In addition, a majority of the shares entitled to vote not owned by such 5% or greater stockholder are also required to approve any such transaction.

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Amendments to our certificate of incorporation require supermajority voting. Our certificate of incorporation contains provisions that make its amendment require the affirmative vote of both 75% of our outstanding shares entitled to vote and a majority of the shares entitled to vote not owned by any person who may hold 50% or more of our shares unless the proposed amendment was previously recommended to our stockholders by an affirmative vote of 75% of our Board of Directors. This provision makes it more difficult to implement a change to our certificate of incorporation that stockholders might otherwise consider to be in their best interests without approval of our Board of Directors.

19Directors. This provision makes it more difficult to implement a change to our certificate of incorporation that stockholders might otherwise consider to be in their best interests without approval of our Board of Directors.

•

Amendments to our bylaws require supermajority voting. Although our Board of Directors is permitted to amend our bylaws at any time, our stockholders may only amend our bylaws upon the affirmative vote of both 75% of our outstanding shares entitled to vote and a majority of the shares entitled to vote not owned by any person who owns 50% or more of our shares. This provision makes it more difficult for our stockholders to implement a change they may consider to be in their best interests without approval of our Board.

Risks Related to the Impacts of Macroeconomic Events

Disruptions or delays in our supply chains could adversely affect our results of operations and financial performance.

Historically, we have not maintained inventories of materials beyond what is needed for current work in progress. The raw materials that we source come from a wide variety of domestic and international suppliers. Global sourcing of many of the products we sell is an important factor in our financial results. Reliance on our suppliers for these products exposes us to volatility in the prices and availability of these materials. Specifically, the continuation of the war between Ukraine and Russia as well as the conflict related to Hamas/Israel and the situation in the Red Sea, including tensions with Iran, fuels uncertainty and risk to our supply chain through which we source many of the raw materials needed in our operations. Disruptions in our supply chain, especially for an extended period of time, could impact our ability to meet customer requirements and our financial performance could be materially and adversely impacted.

Macroeconomic impacts, including rising inflation, a slowdown in the economy, or a recession or expectation of a recession, may result in increased costs of operations and negatively impact the credit and securities markets generally, which could have a material adverse effect on our results of operations and the market price of our common stock.

Current and future conditions in the economy have an inherent degree of uncertainty and are impacted by political, market, health and social events or conditions. As a result, it is difficult to estimate the level of growth or contraction for the economy as a whole and in the specific markets in which we participate. Current economic uncertainty and market volatility is anticipated to continue as a result of higher inflation, increased tariffs, increased interest rates, supply chain disruptions, fluctuating foreign currency exchange rates and other geopolitical events. An inflationary environment can increase our cost of labor, as well as other operating costs, which may have a material and adverse impact on our financial results, especially given that a large percentage of our contracts are fixed-price in nature. In addition, economic conditions could impact and reduce the number of customers who purchase our products or services as credit becomes more expensive or unavailable. Although interest rates have increased, inflation may continue. Further, protracted uncertainty related to interest rates could have a negative effect on the securities markets generally which may, in turn, have a material and adverse effect on the market price of our common stock.

Our business, financial condition and results of operations in the past have been and may in the future be adversely affected by public health issues.

Our business, financial condition and results of operations in the past have been and in the future may be adversely affected as a result of a global health crisis, such as the COVID-19 pandemic. A global health crisis could impact our employees, suppliers, customers, financing sources or others’ ability to conduct business, or negatively affect consumer and business confidence or the global economy. A public health crisis has affected, and could affect in the future, large segments of the global economy, including the markets we operate in, disrupting global supply chains, resulting in significant travel and transport restrictions, and creating significant disruption of the financial markets. Economic uncertainty as a result of any global health crisis could negatively affect our business, suppliers, distribution channels, and customers, including as a result of business shutdowns or disruptions for an indefinite period of time, reduced operations, restrictions on shipping, fabricating or installing products, reduced consumer demand, or customers’ ability to make payments. As a result of public health crises, we may experience additional operating costs due to increased challenges with our workforce (including as a result of illness, absenteeism or government orders), implement further precautionary measures to protect the health of our workforce, experience increased project cancellations or projects put on hold, and reduced access to supplies, capital, and fundamental support services (such as shipping and transportation). Any resulting financial impact from a global health crisis cannot be fully estimated at this time, but may materially and adversely affect our business, financial condition, or results of operations.

In addition, we operate and compete globally and the response to global health crises by domestic and foreign governments has been and may be in the future varied and those differences may impact our competitiveness. There are uncertain political climates in the regions where our subsidiaries operate, and governmental action in those regions may result in the temporary closure or limited operations of our subsidiaries. Government assistance during a pandemic may also differ between private and public companies, which may provide an advantage to one compared with another. This may affect our competitive position and could disrupt the market access and success of our business compared with other current or new competitors which could have a material adverse impact on our financial condition or results of operation.

The extent to which our operations may be impacted by any global health situation will depend largely on future developments which are highly uncertain and we are unable to predict the ultimate impact that it may have on our business, future results of operations, financial position or cash flows.

We rely on the performance of highly skilled personnel, including our engineers, production, and technology professionals and increasing competition for such personnel, as well as labor shortages, could adversely affect our business.

The successful implementation of our business strategy depends, in part, on our ability to attract and retain a skilled and talented workforce. Because of the complex nature of many of our products and services, we are generally dependent on a thoroughly trained and highly skilled workforce, including, for example, our engineers and welders. In many of the geographies where we operate, we face a potential shortage of qualified employees.

and highly skilled workforce, including, for example, our engineers and welders. In many of the geographies where we operate, we face a potential shortage of qualified employees.

A number of factors may adversely affect the labor force available to us or increase labor costs, including high employment levels, government regulations, rising inflation rates, and labor shortages. The increasing competition for highly skilled and talented employees could result in higher compensation costs, difficulties in maintaining a capable workforce, and leadership succession planning challenges. Although we believe we will be able to attract, train and retain talented personnel and replace key personnel should the need arise, if we are unable to hire and retain employees capable of performing at a high-level, or if mitigation measures we may take to respond to a decrease in labor availability, such as overtime and third-party outsourcing, have unintended negative effects, our business could be adversely affected. A sustained labor shortage, lack of skilled labor, or increased turnover or labor inflation could lead to increased costs, such as increased overtime to meet demand and increased wage rates to attract and retain employees, which could negatively affect our ability to efficiently operate our manufacturing and distribution facilities and overall business and have other material adverse effects on our business, financial condition, and consolidated results of operations. We may also lose new employees to our competitors in any of our markets before we realize the benefit of our investment in recruiting and training them. If we do not succeed in attracting well-qualified employees or retaining and motivating existing employees, our business would be materially and adversely affected.

Item 1B. Unresolved Staff Comments

~~Not applicable~~None.

Item 1C. Cybersecurity

Risk Management and Strategy

We ~~have~~maintain ~~developed~~a ~~and~~comprehensive ~~implemented~~ cybersecurity risk management ~~procedures~~program (“CRMP”) ~~intended~~designed to protect the confidentiality, integrity, and availability of our critical systems and information. ~~Our~~ The CRMP ~~consists~~includes ofenterprise‑level procedures ~~designed~~ for Graham Corporation and ~~certain~~tailored ~~subsidiaries~~procedures ~~and~~for ~~separate~~each ~~procedures~~of ~~designed~~our ~~specifically~~business ~~for BN~~units. ~~Our~~It ~~CRMP~~also ~~includes~~incorporates ~~cybersecurity~~formal incident response plans (“IRPs”) for Graham ~~Corporation~~Manufacturing, ~~and~~ BN. The purpose of the IRPs are to provide a structured and systematic incident response process for all Information Security Incidents that affect any of our or our subsidiaries’ information technology systems, ~~network, or data, including data of ours~~ and ~~our subsidiaries held, or IT services provided by, third-party vendors or other service providers~~P3.

The ~~Our~~IRPs ~~CRMP~~establish isa ~~integrated~~structured, ~~into~~systematic ~~our~~process ~~overall enterprise risk management program. We have designated our Senior IT Manager to oversee the implementation and maintenance of the IRP~~ for ~~Graham~~identifying, ~~Corporation. For BN~~escalating, weresponding ~~have designated BN’s IT Manager~~ to, ~~implement~~ and ~~maintain~~documenting ~~the~~information ~~IRP~~security ~~for~~incidents ~~BN.~~affecting ~~Our IT personnel at Graham Corporation and BN have over 50 years of combined experience in the field of cybersecurity and are responsible for the management of~~ our ~~cybersecurity~~systems, ~~and data privacy programs. Among other information security duties~~networks, ~~the~~or ~~Senior~~data—including ITdata ~~Manager~~managed ~~and~~by ITthird‑party ~~Manager~~vendors ~~are~~or ~~responsible~~service ~~for the following for Graham Corporation and BN, respectively:~~ providers.

~~implementing~~Our CRMP is integrated into our broader enterprise risk management framework. Oversight of the ~~IRP;~~IRPs for Graham Corporation and its subsidiaries is assigned to our Chief Information Officer (“CIO”), who has more than 25 years of cybersecurity experience and holds a Certified Information Systems Security Professional ("CISSP") certification. Each business unit also maintains dedicated cybersecurity personnel responsible for implementing and managing local cybersecurity and data‑privacy programs.

~~identifying~~The CIO and ~~managing~~Business anUnit ~~incident~~IT ~~response~~Managers ~~team~~are ~~(“IRT”) principally~~ responsible for ~~managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents;~~:

•

~~coordinating~~Implementing ~~IRT~~IRPs ~~activities,~~specific ~~including developing, maintaining, and following appropriate procedures~~ to ~~respond~~each ~~to,~~business ~~appropriately escalate, make decisions regarding, and document identified cybersecurity incidents;~~unit.

•

~~conducting~~Identifying ~~post-incident~~and ~~reviews~~managing toan ~~gather~~incident ~~feedback~~response onteam ~~identified~~(“IRT”) ~~cybersecurity~~responsible ~~incident~~for ~~response~~cybersecurity ~~procedures~~risk ~~and~~assessments, ~~address~~security ~~any~~controls, ~~identified~~and ~~gaps~~incident inresponse ~~security measures;~~activities.

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~~providing~~Coordinating ~~training~~IRT ~~and~~operations, ~~conducting~~including ~~periodic~~escalation ~~exercises~~procedures, todecision‑making ~~promote~~protocols, ~~employee~~ and ~~stakeholder~~documentation ~~preparedness and awareness~~ of ~~the~~cybersecurity ~~IRP; and~~incidents.

•

~~periodically~~Conducting ~~reviewing~~post‑incident ~~the~~reviews ~~IRP~~to ~~whenever~~evaluate ~~there~~response iseffectiveness aand ~~material~~address ~~change~~gaps in ~~our~~security ~~business practices that may reasonably affect its cybersecurity incident response procedures~~controls.

•

~~Our~~Providing cybersecurity ~~risk~~training ~~management~~and ~~program~~periodic ~~includes:~~exercises to enhance organizational preparedness.

•

~~risk~~Reviewing ~~assessments~~and ~~designed~~updating tothe ~~help~~IRP ~~identify~~when material ~~cybersecurity~~changes ~~risks~~in tobusiness ~~our~~practices ~~critical~~may ~~systems,~~affect ~~information,~~incident‑response ~~products, services, and our broader enterprise IT environment including risks associated with ransomware;~~procedures.

~~the~~Our ~~use~~CRMPs ofinclude: ~~external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls;~~

•

21Risk assessments to identify material risks to systems, information, products, services, and the broader IT environment, including ransomware‑related risks.

•

~~cybersecurity~~Engagement ~~awareness~~of ~~training~~external ofservice ~~our~~providers ~~employees~~to assess, ~~incident~~test, ~~response~~or ~~personnel,~~support ~~and~~our ~~senior~~security ~~management;~~controls.

•

aCybersecurity ~~cybersecurity~~awareness ~~incident~~training ~~response plan that includes procedures~~ for ~~responding~~employees, toincident‑response ~~cybersecurity~~personnel, ~~incidents;~~ and senior management.

a third-party risk management process for service providers, suppliers, and vendors.

We have developed processes to identify and oversee risks from cybersecurity threats associated with our third-party service providers, which includes the information security team assisting with and assessing cybersecurity robustness during vendor onboarding as well as risk-based monitoring of vendors on an ongoing basis.

We are currently in the process of integrating P3 into our CRMP and IRPs processes for BN. We expect such integration to be completed during fiscal 2026.

We may be the subject of cyber incidents in the future. See Item 1A, Risk Factors for more information about the risk posed to us by cybersecurity threats.

Governance

Our Audit Committee, through their responsibilities designated to them in the Audit Committee Charter, oversees cybersecurity risk management as part of its risk oversight function and oversees management’s implementation of our CRMP.

The Audit Committee receives periodic reports from management and the IT Managers for Graham Corporation and BN on our cybersecurity risks at least annually. In addition, management updates the Audit Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential.

Our management team is responsible for assessing and managing our material risks from cybersecurity threats. Our Senior IT Manager and IT Manager regularly inform our management team of all aspects related to cybersecurity risks and incidents. This is designed to ensure that the highest levels of management are kept abreast of the cybersecurity posture and potential risks facing the Company. The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained cybersecurity consultants.

Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public, or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.

•

A formal cybersecurity incident response plan outlining procedures for responding to cybersecurity events.

•

A third‑party risk management process for service providers, suppliers, and vendors.

From time to time, we may engage assessors, consultants, auditors or other third parties in connection with our CRMP and IRP processes. We have established processes to identify and oversee cybersecurity risks associated with third‑party service providers. These include security reviews during vendor onboarding and ongoing, risk‑based monitoring.

We are currently integrating FlackTek into our CRMP and IRP processes, with completion expected during fiscal 2027.

As of March 31, 2026, we are not aware of any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, and financial condition. As with most organizations, we may experience cyber incidents in the future. Additional information regarding cybersecurity risks is included in Item 1A, Risk Factors.

Governance

Oversight of cybersecurity risk management has been delegated to the Audit Committee of the Board of Directors as part of its broader risk‑oversight responsibilities, as outlined in the Audit Committee Charter. The Audit Committee receives periodic reports from our CIO—at least annually—on cybersecurity risks and is updated as needed regarding any material cybersecurity incidents or incidents with lesser potential impact.

Our management team is responsible for assessing and managing material risks from cybersecurity threats. The CIO and Business Unit IT Managers regularly brief senior management on cybersecurity posture, risks, and incidents to ensure visibility at the highest levels of the organization. Management oversees the overall cybersecurity risk management program and supervises both internal cybersecurity personnel and external cybersecurity consultants.

Management’s oversight activities include efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents. These efforts may involve:

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Briefings from internal security personnel.

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Threat intelligence from governmental, public, and private sources.

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Information from external cybersecurity consultants.

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Alerts and reports generated by security tools deployed across our IT environment.

Item 2. Properties

As of March 31, ~~2025~~2026, we conducted our business from the following locations.

Location	~~Location~~	Products/Operations	~~Products/Operations~~	Square Footage	~~Square Footage~~		Owned or Leased	~~Owned or Leased~~
1	Batavia, NY		Corporate Headquarters			43,000		Owned
Batavia, NY		Corporate Headquarters			43,000		Owned
2	Batavia, NY		Manufacturing, Warehousing and R&D			270,000		Owned
Batavia, NY		Manufacturing, Warehousing and R&D			300,000		Owned
3	Arvada, CO		Office			18,000		Leased
Arvada, CO		Office			18,000		Leased
4	Arvada, CO		Manufacturing and Warehousing			83,000		Leased
Arvada, CO		Manufacturing and Warehousing			83,000		Leased
5	Houston, TX		Sales Office			1,500		Leased
Greenville, SC		Office and Warehousing			12,000		Leased
6	Jupiter, FL		Manufacturing and R&D			16,900		Leased
Houston, TX		Sales Office			1,500		Leased
7	Suzhou, China		Sales and Engineering			4,900		Leased
Indiantown, FL		Cryogenic Test Facility			8,800		Owned
8	Ahmedabad, India		Sales and Engineering			800		Leased
Jupiter, FL		Manufacturing and R&D			16,900		Leased
9	Pune, India		Sales and Engineering			175		Leased
Louisville, CO		Manufacturing and Office			24,000		Leased
Suzhou, China		Sales and Engineering			4,900		Leased
Ahmedabad, India		Sales and Engineering			800		Leased
Pune, India		Sales and Engineering			2,200		Leased

We believe that our properties are generally in good condition, are well maintained, and are suitable and adequate to carry on our business. However, in order to support our future growth, we have initiated the following capital projects:

•

During fiscal 2024, we received a $13,500 strategic investment from a major Defense customer to expand and enhance our Batavia, NY production capabilities. This expansion ~~will~~included ~~include~~ the construction of a new 30,000 square foot manufacturing facility on our existing campus, and the purchase of production and automated welding equipment to be used in ~~that~~the facility. This facility iswas ~~scheduled to be~~ completed in ~~the first quarter of~~ fiscal 2026.

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During fiscal 2025, we purchased a plot of land adjacent to the BN campus in order to support organic growth. We intend to construct an additional 30,000 square foot manufacturing facility on that site ~~some time~~ in ~~2026,~~fiscal ~~but only if future anticipated demand warrants it~~2027.

•

During fiscal 2025, we purchased land and began construction of a cryogenic (liquid hydrogen, oxygen, methane) testing facility near our P3 subsidiary. This facility enhances our capabilities and ~~will~~allows ~~allow~~ us to provide quality assurance testing for our customers. This facility iswas ~~scheduled to be~~ completed in ~~the first quarter of~~ fiscal 2026.

•

During fiscal 2025, we received a $2,200 strategic investment from a major Defense customer to support the implementation of new Radiographic Testing (“RT”) equipment at our Batavia, NY facility. We ~~intend~~contributed ~~to contribute~~ an additional $1,400 towards this project for a total project cost of $3,600. This expansion is expected to be completed in the ~~third~~first quarter of fiscal ~~2026~~2027.

We believe we will be able to construct these facilities on commercially reasonable terms. We expect to spend between 7% to 10% of revenue on capital expenditures each year for the next several years in order to fund our future growth.

Item 3. Legal Proceedings

The information required by this Item 3 is contained in Note 17 to our consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K and is incorporated herein by reference.

Item 4. Mine Safety Disclosures

Not applicable.

2324

PART II

(Amounts in thousands, except per share data)

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is traded on the NYSE under the symbol "GHM". As of June 53, ~~2025~~2026, there were 1011,~~948~~691 shares of our common stock outstanding held by approximately ~~299~~323 stockholders of record.

Subject to the rights of any preferred stock we may then have outstanding, the holders of our common stock are entitled to receive dividends as may be declared from time to time by our Board of Directors out of funds legally available for the payment of dividends. Our revolving credit facility with Wells Fargo contains terms that restrict our ability to declare or pay dividends. Any determination by our Board of Directors regarding dividends in the future will depend on a variety of factors, including our future financial performance, organic and inorganic growth opportunities, general economic conditions and financial, competitive, regulatory, and other factors, many of which are beyond our control. We did not pay any dividends during fiscal 2025 and currently have no intention to pay dividends for the foreseeable. There can be no guarantee that we will pay dividends in the future. Dividends

Subject to the rights of any preferred stock we may then have outstanding, the holders of our common stock are entitled to receive dividends as may be declared from time to time by our Board of Directors out of funds legally available for the payment of dividends. Our revolving credit facility with Wells Fargo contains terms that restrict our ability to declare or pay dividends. Any determination by our Board of Directors regarding dividends in the future will depend on a variety of factors, including our future financial performance, organic and inorganic growth opportunities, general economic conditions and financial, competitive, regulatory, and other factors, many of which are beyond our control. We did not pay any dividends during fiscal 2026 and currently have no intention to pay dividends for the foreseeable future. There can be no guarantee that we will pay dividends in the future.

Performance Graph

The following performance graph and tables reflect the five year change in the Company's cumulative total stockholder return on Common Stock as compared with the cumulative total return of the Russell 2000 Index, and the State Street Aerospace and Defense and Industrial SPDR ETF's for a $100 investment made on March 31, 2021, including reinvestment of any dividends. There can be no assurance that our stock performance will continue with the same or similar trends depicted in the graph below. We neither make nor endorse any predictions as to future stock performance.


Company/Index	3/31/2021		3/31/2022		3/31/2023		3/31/2024		3/31/2025		3/31/2026
Graham Corporation	$	100.00	$	55.47	$	94.11	$	196.28	$	207.36	$	567.83
Russell 2000 Index		100.00		94.21		83.28		99.69		95.70		120.32
State Street Industrial Select Sector SPDR ETF		100.00		106.02		106.04		134.23		141.74		177.23
State Street SPDR S&P Aerospace & Defense EFT		100.00		99.65		93.92		113.56		130.79		207.51

Item 6. Reserved

2425

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

(Amounts in thousands, except per share and square footage data)

Overview

We are a global leader in the design and manufacture of mission critical fluid, power, heat transfer, vacuum, and ~~vacuum~~advanced mixing technologies for the Defense, Energy & Process, and Space industries. ~~We design and manufacture custom-engineered vacuum, heat transfer, cryogenic pump and turbomachinery technologies.~~ For the Defense industry, our equipment is used in nuclear and non-nuclear propulsion, power, fluid transfer, ~~and~~ thermal management, and advanced mixing systems. For the Energy & Process industries, we supply equipment for vacuum, heat transfer, advanced mixing, and fluid transfer applications used in oil refining, downstream chemical facilities, fertilizers, ethylene, methanol, energetics, edible oil, food & beverage, pulp & paper, medical, and multiple alternative energy applications such as hydrogen, small modular nuclear, concentrated solar, lithium extraction, and geothermal processes. For the Space industry, our equipment is used in propulsion, power, ~~and~~ thermal management, ~~systems~~advanced mixing, and ~~for~~ life support systems.

Our brands are built upon engineering expertise and close customer collaboration to design, develop, and produce mission critical equipment and systems that enable our customers to meet their economic and operational objectives. Continual improvement of our processes and systems to ensure qualified and compliant equipment are hallmarks of our brand. Our early engagement with customers and support until the end of service life are values upon which our brands are built.

Our corporate headquarters is co-located with our production facilities in Batavia, NY, ~~where surface condensers~~ and ~~ejectors~~we ~~are~~have ~~designed, engineered, and manufactured for the Defense and Energy & Process industries. Our~~ wholly-owned ~~subsidiary,~~subsidiaries ~~Barber-Nichols, LLC ("BN"), based~~ in Arvada, CO, ~~designs~~Greenville, ~~develops~~SC, ~~manufactures~~Jupiter, ~~and sells specialty turbomachinery products for the Space~~FL, ~~Aerospace,~~and ~~Cryogenic~~Louisville, ~~Defense~~CO and ~~New Energy markets. In November 2023, we acquired P3 Technologies, LLC ("P3"), located in Jupiter, FL (See "Acquisition" below). We also~~ have ~~wholly-owned~~sales ~~foreign subsidiaries, Graham Vacuum~~ and ~~Heat~~engineering ~~Transfer~~offices ~~Technology~~in ~~Co.~~Houston, ~~Ltd. ("GVHTT")~~TX, ~~located in~~ Suzhou, China and ~~Graham India Private Limited ("GIPL"), located in~~ Ahmedabad and Pune, India. ~~GVHTT provides sales and engineering support for us throughout Southeast Asia. GIPL provides sales and engineering support for us in India and the Middle East.~~

This management's discussion and analysis of financial condition and results of operations omits a comparative discussion regarding the fiscal year ended March 31, ~~2024~~2025 versus the fiscal year ended March 31, ~~2023~~2024. Such information is located in Item 7 – Management's Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the fiscal year ended March 31, ~~2024~~2025.

Our fiscal year ends on March 31 of each year. We refer to our fiscal year, which ended March 31, ~~2025~~2026, as fiscal ~~2025~~2026. Likewise, we refer to our fiscal years that will end or have ended March 31, ~~2026~~2027, March 31, ~~2024~~2025, and March 31, ~~2023~~2024, as fiscal ~~2026~~2027, fiscal ~~2024~~2025, and fiscal ~~2023~~2024, respectively.

We have updated our end market disclosures to better align with how management evaluates the business and product portfolio. As part of this change, revenue previously classified as Refining, Chemical/Petrochemical, and Other, which included New Energy product sales, will now be consolidated into one market, which has been renamed “Energy & Process.” The Defense and Space end market classifications remain unchanged. Prior period amounts have been updated to reflect this change.Acquisitions

~~Acquisition~~On October 20, 2025, we completed our acquisition of Xdot Bearing Technologies ("Xdot"), a specialized consulting, design, and engineering firm focused on foil bearing technology. Xdot has been integrated into Barber-Nichols, LLC ("BN"). We believe that combining Xdot's foil bearing technology with BN's turbomachinery expertise will significantly expand our ability to design and deliver high-speed rotating machines into new markets and applications. Xdot has annual sales of approximately $1,000 and was slightly accretive to our fiscal 2026 net income. The purchase price for this transaction consisted of cash consideration of $900 at close, subject to certain potential adjustments including a customary working capital adjustment, and was funded with cash on hand. The purchase agreement included two potential cash contingent earn-outs to be paid on the first and second anniversary of the transaction dependent upon the achievement of certain qualitative milestones totaling $600.

On ~~November~~January 923, ~~2023~~2026, we ~~completed~~acquired ~~our~~FlackTek ~~acquisition~~Manufacturing, ofLLC P3and FlackTek Sales, LLC (collectively, "FlackTek"), a ~~privately-owned~~provider ~~custom~~of ~~turbomachinery~~advanced ~~engineering~~mixing and material processing solutions. FlackTek's patented technology platform delivers highly repeatable, ~~product~~precision ~~development~~mixing with faster cycle times, ~~and~~minimal ~~manufacturing~~entrained ~~business~~air, ~~located~~reduced downtime between batches, consistency in ~~Jupiter~~production, FLand ultimately can achieve higher levels of product homogeneity when compared to traditional bladed methods. FlackTek's systems are used by a global customer base that ~~serves~~includes ~~the~~leading ~~Space~~original equipment manufacturers ("OEMs"), ~~New~~research ~~Energy~~and development centers, ~~Defense~~defense laboratories, and ~~Medical~~industrial ~~industries~~manufacturers serving adhesives, sealants, functional coatings, composites, electronics, and other advanced materials markets. WeFlackTek ~~believe~~adds ~~this~~a ~~acquisition~~proven ~~advances~~product ~~our~~portfolio ~~growth~~with ~~strategy~~a shared customer base and an installed footprint that extends across the full value chain, ~~further~~from ~~diversifies~~upstream ~~our~~to downstream production and quality control. Its mixing systems are process-critical and market-agnostic, serving defense, energetics, oil & gas, food, battery, aerospace and ~~product~~space, ~~offerings~~medical, and ~~broadens~~other ~~our~~industrial ~~turbomachinery~~applications ~~solutions~~where precision, repeatability, and consistency drive value. P3With isapproximately ~~managed~~$30,000 ~~through~~in BNannualized ~~and~~revenue, isFlackTek ~~highly~~has ~~complementary~~built toa ~~BN's~~growing ~~technology~~installed base that generates recurring demand for consumables, accessories, and ~~enhances~~services, ~~its~~enhancing ~~turbomachinery~~revenue ~~solutions~~visibility and durability.

~~The~~FlackTek ~~purchase~~operates ~~price~~as ~~for~~a P3wholly ~~was~~owned ~~$11,238~~subsidiary ~~and was comprised~~ of ~~125~~Graham ~~shares~~Corporation, ofmaintaining ~~our~~its ~~common~~headquarters ~~stock~~in Louisville, ~~representing~~CO with a ~~value~~satellite oflocation $1in Greenville,~~930~~ SC, and ~~cash~~will ~~consideration~~be ofintegrated ~~$7,268,~~into ~~subject~~Graham's tofinancial, ~~certain potential adjustments~~compliance, ~~including~~and aoperational ~~customary working capital adjustment~~infrastructure. ~~The~~Under ~~cash~~the ~~consideration~~terms ~~was~~of ~~funded~~the ~~through~~transaction, ~~borrowings~~the onCompany ~~our~~acquired ~~line~~100% of ~~credit.~~the ~~The~~equity ~~purchase~~of ~~agreement~~FlackTek ~~included~~for a ~~contingent~~purchase ~~earn-out~~price ~~dependent upon certain financial measures~~ of ~~P3 post-acquisition~~$37,022, in which ~~the~~was ~~sellers~~comprised ~~are~~of ~~eligible~~cash toconsideration ~~receive~~of ~~up to~~ $326,~~000~~456 inand ~~additional~~76 ~~cash~~shares ~~consideration.~~of ~~See~~Graham's ~~Note~~common 2stock, torepresenting ~~the~~a ~~Consolidated~~value ~~Financial~~of ~~Statements~~$5,678 ~~included~~at ina ~~Item~~price 8 of ~~Part~~$74.89 IIper ~~of this Annual Report on Form 10-K for additional information~~share.

Key Results

Key results for fiscal 2025 include the following:

Net sales for fiscal 2025 were $209,896, up $24,363, or 13% over the prior year. Incremental revenue from the acquisition of P3 accounted for $2,778 of this increase. The remainder of this increase was primarily due to sales to the Defense industry, which increased $22,432 versus the prior year primarily due to growth in existing programs, better execution, improved pricing, and the timing of key project milestones. Additionally, net sales to the Space industry for fiscal 2025 increased 11% over the prior year primarily due to the addition of P3. Finally, net sales to the Energy & Process industry for fiscal 2025 was consistent with the prior year as increased sales to Asia and the Middle-East were offset by a $2,661 decline in aftermarket sales from the record levels of fiscal 2024, but which remain strong.

Gross profit and margin for fiscal 2025 were $52,861 and 25.2%, respectively. This 330 basis point improvement in gross profit margin over fiscal 2024 reflected increased leverage on fixed overhead costs due to the higher volume of sales discussed above, as well as better execution, and improved pricing, partially offset by higher incentive compensation. Additionally, fiscal 2025 gross profit benefited $1,298 due to a grant received from the BlueForge Alliance to reimburse us for the cost of our Defense welder training programs in Batavia and related equipment. We currently do not expect to receive any additional welder training grants in fiscal 2026. The BlueForge Alliance is a nonprofit, neutral integrator that supports the United States ("U.S.") Navy's Submarine Industrial Base Initiatives.

Selling, general and administrative expenses ("SG&A"), including intangible amortization, for fiscal 2025 increased $5,305 over fiscal 2024 and reflects the investments we are making in our people, our processes, and our technology. Incremental SG&A from the acquisition of P3 accounted for $776 of this increase. Additionally, SG&A increased $3,987 over the prior year due to increased staffing and performance-based compensation in connection with our growth and strategic initiatives, and $220 due to increased investment in research and development. The increase in SG&A is also due to costs related to the implementation of a new enterprise resource planning ("ERP") system at our Batavia facility of $642, and increased bad debt reserves related to non-U.S. and Space customers of $299 over the prior year. These increases were partially offset by lower professional fees of $336 and lower acquisition related expenses of $306. In connection with the acquisition of BN, we entered into a Performance Bonus Agreement to provide employees of BN with a supplemental bonus based on the achievement of BN performance objectives for fiscal 2024, 2025, and 2026, which can range between $2,000 to $4,000 per year (the "BN Performance Bonus"). During fiscal 2025 and fiscal 2024, we recorded $4,258 related to the BN Performance Bonus, which includes the applicable employer related payroll taxes.

Net income and net income per diluted share for fiscal 2025 were $12,230 and $1.11 per share, respectively, compared with $4,556 and $0.42 per share, respectively, for fiscal 2024. Adjusted net income and adjusted net income per diluted share for fiscal 2025 were $13,716 and $1.24 per share, respectively, compared with $6,796 and $0.63 per share, respectively, for fiscal 2024. See "Non-GAAP Measures" below for important information about these measures and a reconciliation of adjusted net income and adjusted net income per diluted share to the comparable GAAP amount.

Orders booked in fiscal 2025 were $231,112 compared to $268,447 in fiscal 2024. This decrease was primarily due to a record level of orders in fiscal 2024 as a result of follow-on orders for critical U.S. Navy programs related to the Columbia Class submarine and Ford Class carrier programs. Fiscal 2025 orders included $50,000, of a $136,500 total contract value, to procure long-lead time materials for follow-on contracts to support the U.S. Navy's Virginia Class Submarine program, and aftermarket orders for the Energy & Process and Defense markets which increased 8% to $46,582 compared with the prior year. Note that our orders tend to be lumpy given the nature of our business (i.e. large capital projects) and in particular, orders to the Defense industry, which span multiple years and can be significantly larger in size. For fiscal 2025, our book-to-bill ratio was 1.1x. For additional information on this key performance indicator see "Orders, Backlog" below.

Backlog was $412,335 at March 31, 2025, compared with $390,868 at March 31, 2024. This 5% increase was primarily due to the growth in orders received during fiscal 2025 as discussed above. Approximately 83% of our backlog at March 31, 2025 was to the Defense industry, which we believe provides stability and visibility to our business. For additional information on this key performance indicator see "Orders, Backlog" below.

Cash and cash equivalents at March 31, 2025 was $21,577, compared with $16,939 at March 31, 2024. This increase was primarily due to cash provided by operating activities of $24,316, partially offset by capital expenditures of $18,957 as we continue to invest in process improvement and longer-term growth opportunities. Capital expenditures for fiscal 2025 included costs for the construction of a new 30,000 square foot manufacturing facility on our Batavia, NY campus, and the purchase of production and automated welding equipment to be used in that facility, and was primarily funded by one of our larger Defense customers. Additionally, during fiscal 2025 we purchased a plot of land adjacent to our BN campus in Arvada, CO, in order to support organic

~~growth,~~The ~~and~~purchase ~~began~~price ~~construction~~is ofsubject to certain potential adjustments, including a ~~cryogenic~~customary ~~(liquid~~working ~~hydrogen~~capital adjustment. The purchase agreement includes the potential to earn an additional $25,000 ~~oxygen~~in future performance-based cash earnouts over four years beginning with fiscal 2027, ~~and~~based ~~methane)~~upon ~~testing~~achieving ~~facility~~progressively ~~near~~increasing ~~our~~adjusted P3EBITDA ~~subsidiary~~performance totargets ~~enhance~~each ~~our~~year. ~~capabilities~~At ~~and~~the ~~allow~~acquisition usdate, toa ~~provide~~liability ~~quality~~of ~~assurance~~$5,638 ~~testing~~was recorded for ~~our~~the ~~customers~~contingent earn-out.

AsSee ~~previously~~Note ~~announced~~2 ~~on February 6, 2025, we began a planned management transition aligned with our succession strategy. Effective June 10, 2025, Chief Executive Officer ("CEO") Daniel J. Thoren will transition~~ to ~~Executive Chairman and Strategic Advisor. Matt Malone, currently President and Chief Operating Officer, will succeed him as CEO. Jonathan W. Painter, Chairman of~~ the ~~Board,~~Consolidated ~~will~~Financial ~~transition~~Statements toincluded ~~Lead~~in ~~Independent~~Item ~~Director.~~8 ~~Additionally, Michael E. Dixon, promoted to General Manager~~ of BNPart inII ~~February 2025, will assume the role~~ of ~~Vice~~this ~~President~~Annual ofReport ~~Graham~~on ~~Corporation~~Form ~~and~~10-K ~~General~~for ~~Manager~~additional ~~of BN~~information.

Key Results

Key results for fiscal 2026 include the following:

•

Net sales for fiscal 2026 were $245,293, up $35,397, or 17% over the prior year, reflecting the strength of our diversified revenue base. This increase was across multiple markets, including a $25,520, or 21%, increase in sales to the Defense market, primarily due to the timing of project milestones, as well as new programs and growth in existing programs. Sales to the Energy & Process market increased $10,056, or 14%, over the prior year driven by continued momentum in New Energy markets, in particular small modular reactors ("SMRs"). Additionally, incremental revenue from the acquisition of FlackTek accounted for $2,767 of the overall net sales increase compared to the prior year and was primarily to the Energy & Process market. Aftermarket sales to the Energy & Process and Defense markets totaled $36,924 for the year, down 12% from the record levels of fiscal 2025.

•

Gross profit and margin for fiscal 2026 were $57,750 and 23.5%, respectively. The 170 basis point decline in gross profit margin compared to fiscal 2025 reflects the mix of sales in fiscal 2026, and in particular, a higher level of Defense sales and material receipts, which carry a lower profit margin. The impact of increased tariffs for fiscal 2026 was approximately an incremental $1,000 compared to fiscal 2025. Additionally, fiscal 2025 gross profit benefited $1,298 due to a grant received from the BlueForge Alliance to reimburse us for the cost of our Defense welder training programs in Batavia and related equipment, which did not repeat in fiscal 2026.

•

Selling, general and administrative expenses ("SG&A"), including intangible amortization, for fiscal 2026 increased $4,466 over fiscal 2025 and reflects the investments we are making in our people, our processes, and our technology. SG&A increased $2,608 over the prior year due to increased staffing and performance-based compensation in connection with our growth and strategic initiatives. Acquisition and integration expenses contributed $1,827 to the increase compared to the prior year primarily due to the acquisitions of Xdot and FlackTek in the current year. Additionally, incremental SG&A from the acquisition of FlackTek accounted for $1,081 of this increase. Decreases in ERP implementation costs of $669 and bad debt expense of $994 partially offset these increases. In connection with the acquisition of BN, we entered into a Performance Bonus Agreement to provide employees of BN with a supplemental bonus based on the achievement of BN performance objectives for fiscal 2024, 2025, and 2026, which can range between $2,000 to $4,000 per year (the "BN Performance Bonus"). During fiscal 2026 and fiscal 2025, we recorded $4,258 related to the BN Performance Bonus, which includes the applicable employer related payroll taxes.

•

Net income and net income per diluted share for fiscal 2026 were $12,500 and $1.12 per share, respectively, compared with $12,230 and $1.11 per share, respectively, for fiscal 2025. Adjusted net income and adjusted net income per diluted share for fiscal 2026 were $15,598 and $1.40 per share, respectively, compared with $13,716 and $1.24 per share, respectively, for fiscal 2025. See "Non-GAAP Measures" below for important information about these measures and a reconciliation of adjusted net income and adjusted net income per diluted share to the comparable GAAP amount.

•

Orders booked in fiscal 2026 were $359,442 compared to $231,112 in fiscal 2025, an increase of $128,330, or 56%. As a result, backlog reached a record $532,637 at March 31, 2026, compared with $412,235 at March 31, 2025. Approximately 85% of our backlog at March 31, 2026 was to the Defense industry, which we believe provides stability and visibility to our business. The increase in orders was primarily in the Defense and Space markets, as programs continue to ramp and those markets continue to exhibit strong tail-winds. Energy & Process orders were down 6% compared with prior year levels, as strong demand in New Energy offset continued delays in large capital projects and slower Aftermarket orders. Total Aftermarket orders for fiscal 2026 were $36,572 compared to $48,462 in fiscal 2025. Incremental orders from FlackTek contributed $3,530 to the overall increase. Note that our orders tend to be lumpy given the nature of our business (i.e. large capital projects) and in particular, orders to the Defense industry, which span multiple years and can be significantly larger in size. As of late we are seeing momentum in the Defense, small modular nuclear and cryogenics markets, however the timing of large capital project orders in our traditional Energy & Process markets has pushed out due to geopolitical uncertainty. For fiscal 2026, our book-to-bill ratio was 1.5x. For additional information on this key performance indicator see "Orders, Backlog and Book-to-Bill Ratio" below.

•

Cash and cash equivalents at March 31, 2026 was $6,580, compared with $21,577 at March 31, 2025, a decrease of $14,997. This decrease was primarily due to cash provided by operating activities of $15,933 and cash provided by financing activities of $11,956, which were more than offset by capital expenditures of $16,054 and cash used to acquire Xdot and FlackTek, net of cash acquired, of $27,285. Capital expenditures were made as we continue to invest in process improvement and longer-term growth opportunities. Capital expenditures for fiscal 2026 included costs for the construction of a new 30,000 square foot manufacturing facility to enhance and expand Defense production capabilities at our Batavia, NY campus, construction of a cryogenic propellant testing facility near P3 in FL, expansion of our Radiographic Testing ("RT") facility to enhance and accelerate Defense production at our Batavia, NY facility, and investments in production capacity and capabilities at our Arvada, CO facility, supporting infrastructure to increase throughput and meet accelerating Defense and Space customer schedules.

Current Market Conditions

WeDefense ~~have~~- ~~updated~~Demand for our ~~end~~equipment ~~market~~and ~~disclosures~~systems for the Defense industry is expected to ~~better~~remain ~~align~~strong ~~with~~and ~~how~~continue ~~management~~to ~~evaluates~~expand, based on Defense budget plans, accelerated ship build schedules due to geopolitical tensions, and the ~~business~~projected build schedule of submarines, aircraft carriers and ~~product~~undersea ~~portfolio~~propulsion and power systems that we provide solutions for. AsIn ~~part~~addition ofto ~~this~~U.S. ~~change~~Navy applications, ~~revenue~~we ~~previously~~also ~~classified~~provide specialty pumps, turbines, compressors, and controllers for various fluid and thermal management systems used in Department of War (also known as ~~Refining~~Department of Defense) radar, ~~Chemical/Petrochemical~~laser, electronics, and ~~Other~~power systems. We have built a leading position, ~~which~~and ~~included~~in ~~New~~most ~~Energy~~instances ~~product~~a ~~sales~~sole source position, ~~will~~for ~~now~~certain besystems ~~consolidated~~and ~~into~~equipment ~~one~~for ~~market~~the Defense industry, which ~~has~~helps ~~been~~protect ~~renamed~~us ~~“Energy~~from &outside ~~Process~~competition.” ~~The~~We believe that we have become a strategic supplier to the Defense ~~and~~industry ~~Space~~through ~~end~~our ~~market~~ability ~~classifications~~to ~~remain~~provide ~~unchanged.~~quality ~~Prior~~products ~~period~~and ~~amounts~~meet ~~have~~our ~~been~~customers ~~updated~~accelerated delivery schedules, which in turn may lead to ~~reflect~~awards ~~this~~for ~~change~~components on new programs, as well as additional content on the programs we already supply.

~~Defense~~Energy & Process - ~~Demand~~Our traditional Energy markets are undergoing significant transition. While we expect that fossil fuels will continue to be an important component in the global Energy industry for many years to come, there are significant changes in the priorities for capital investments by our ~~equipment~~customers and ~~systems~~the ~~for~~regions in which those investments are being made. We expect that the ~~Defense~~systemic ~~industry~~changes isin ~~expected~~the toEnergy ~~remain~~markets, ~~strong~~which are influenced by the increasing use by consumers of alternative fuels and ~~continue~~government policies to ~~expand~~stimulate their usage, will lead to demand growth for fossil-based onfuels ~~Defense~~that ~~budget~~is ~~plans~~less than the global growth rate. Accordingly, ~~accelerated~~as ~~ship~~of ~~build~~late ~~schedules~~we are seeing the timing of large capital project orders in our traditional Energy & Process markets being pushed out due to volatility in gas prices, tariffs, and geopolitical ~~tensions~~uncertainty, which has caused customers to delay capital investment. Accordingly, we believe that in the ~~projected~~near ~~build~~term ~~schedule~~the quantity of ~~submarines,~~projects ~~aircraft~~available ~~carriers~~for ~~and~~us ~~undersea~~to ~~propulsion~~compete ~~and~~for ~~power~~will ~~systems,~~remain low and ~~the~~that ~~solutions~~new weproject ~~provide.~~pricing Wewill ~~also~~remain ~~don't~~challenging. Additionally, we believe that ~~changes~~the ~~made~~majority byof ~~the~~ new ~~U.S.~~capital ~~presidential~~investment ~~administration~~orders ~~will~~in ~~materially~~our ~~impact~~traditional ~~our~~Energy ~~Defense~~markets ~~business.~~will Inbe ~~addition~~outside tothe U.S. ~~Navy applications~~, wesuch ~~also~~as ~~provide~~India ~~specialty~~and ~~pumps,~~the ~~turbines,~~Middle-East. ~~compressors~~Finally, ~~and~~over ~~controllers~~the ~~for~~last ~~various~~several ~~fluid~~years ~~and~~we ~~thermal~~have ~~management~~experienced ~~systems~~an ~~used~~increase in ~~Department~~our ofEnergy ~~Defense~~& ~~radar,~~Process ~~laser,~~Aftermarket ~~electronics,~~orders ~~and~~primarily ~~power~~from ~~systems.~~the Wedomestic ~~have~~market ~~built~~as aour ~~leading~~customers ~~position,~~continue to maintain and invest in ~~some~~the ~~instances~~facilities athey ~~sole~~currently ~~source~~operate ~~position,~~and ~~for~~we ~~certain~~expect ~~systems~~that ~~and~~trend ~~equipment~~to continue for the ~~Defense~~foreseeable ~~industry~~future.

Energy & Process - Our traditional Energy markets are undergoing significant transition. While we expect that fossil fuels will continue to be an important component in the global Energy industry for many years to come, there are significant changes in the priorities for capital investments by our customers and the regions in which those investments are being made. We expect that the systemic changes in the Energy markets, which are influenced by the increasing use by consumers of alternative fuels and government policies to stimulate their usage, will lead to demand growth for fossil-based fuels that is less than the global growth rate. Accordingly, we believe that in the near term the quantity of projects available for us to compete for will remain low and that new project pricing will remain challenging. Additionally, we believe that the majority of new capital investment orders in our traditional Energy markets will be outside the U.S., such as India and the Middle-East. Finally, over the last few years we have experienced an increase in our Energy & Process aftermarket orders primarily from the domestic market as our customers continue to maintain and invest in the facilities they currently operate. Although these orders remained strong in fiscal 2025, the recent decrease in oil prices combined with the economic uncertainty caused by the increase in tariffs may impact future order volumes.

Over the long-term, we expect that population growth, an expanding global middle class, and an increasing desire for improved quality of life and access to consumer products will drive increased demand for industrial goods within the plastics and resins value chain along with fertilizers and related Process markets. As such, we expect investment in new global process capacity will improve and drive growth in demand for our products and services.

The alternative and clean energy opportunities for our heat transfer, power production, and fluid transfer systems are expected to continue to grow. We assist in designing, developing, and producing equipment for hydrogen production, distribution and fueling systems, concentrated solar power and storage, small modular ~~nuclear~~reactors ~~systems~~("SMRs"), ~~bioenergy~~bio-energy products, and geothermal power generation. ~~with~~As ~~lithium~~a ~~extraction~~result of increased energy demands driven by population growth, crypto-currency mining, and artificial intelligence ("AI") data centers, we have seen an increase in activity and orders related to SMRs which we expect to continue for the foreseeable future. We ~~are~~believe ~~positioning~~we ~~the~~are ~~Company~~positioned to be a ~~more~~ significant contributor as these markets continue to develop.

We intend to stay competitive in our traditional Energy & Process markets by investing in technology. ~~such~~One asexample of this is our NextGen™ steam ejector nozzle, which has been engineered to reduce steam consumption, lower operating costs, and increase system capacity, allowing refineries and process plants to enhance throughput while minimizing their carbon footprint. We estimate that the total market opportunity for our NextGen™ nozzle exceeds $50,000 ~~million~~ over the next 5 to 10 years.

Space - Our turbomachinery, pumps, and cryogenic products and market access provide revenue and growth potential in the commercial Space/Aerospace markets. The commercial Space market has grown and evolved rapidly, and we provide full life-cycle support for rocket engine turbopump systems and components to many of the industry leading launch providers for satellites. We expect that inover the long-term, extended space exploration will become more prevalent, and we anticipate that our thermal/fluid management and environmental control and life support system turbomachinery will play important roles. We are also participating in future aerospace power and propulsion system development through supply of fluid and thermal management systems components. Small, power dense systems are imperative for these applications, and we believe our technology and expertise will enable us to achieve sales ~~growth in this market. Sales and orders to the Space industry are variable in nature and many of our customers, who are key players in the industry, have yet to achieve~~

2728

growth in this market. Sales and orders to the Space industry are variable in nature and many of our customers, who are key players in the industry, have yet to achieve profitability and may be unable to continue operations without additional funding. As a result, future revenue and growth in this market can be uncertain ~~and~~due ~~may~~to ~~negatively~~high ~~impact~~dependency ~~our~~on ~~business~~launch provider commercialization, timing, and success.

As illustrated below, we have succeeded over the last several years with our strategy to increase our participation in the Defense market, which comprised 8385% of our total backlog at March 31, ~~2025~~2026.

Results of Operations

For an understanding of the significant factors that influenced our performance, the following discussion should be read in conjunction with our consolidated financial statements and the notes to our consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K.

The following table summarizes our results of operations for the periods indicated:

	Year Ended March 31,						Change
	2025			2024			$		%
	2026			2025			$		%
Net sales	$	~~209~~245,~~896~~293		$	~~185~~209,~~533~~896		$	2435,~~363~~397		1317	%
Gross profit	$	5257,~~861~~750		$	4052,~~585~~861		$	124,~~276~~889		309	%
Gross profit margin		2523.25	%		2125.92	%
SG&A expense	$	3843,~~888~~354		$	3338,~~583~~888		$	54,~~305~~466		1611	%
SG&A as a percent of sales		1817.57	%		18.15	%
Net income	$	12,~~230~~500		$	412,~~556~~230		$	~~7,674~~270		~~168~~2	%
Diluted income per share	$	1.1112		$	01.4211		$	0.6901		~~164~~1	%
Total assets	$	~~264~~323,~~110~~616		$	~~233~~264,~~879~~110		$	3059,~~231~~506		1323	%

28Fiscal 2026 Compared with Fiscal 2025

~~Fiscal~~The ~~2025~~following ~~Compared~~tables ~~with~~provide ~~Fiscal~~our ~~2024~~net sales by market and geographic region including the percentage of total sales and change in comparison to the prior year for each category and period presented:

The following tables provides our net sales by product line and geographic region including the percentage of total sales and change in comparison to the prior year for each category and period presented:

	Year Ended
	March 31,										Change
Market	2025		%			2024		%			$		%
Defense	$	121,925		58	%	$	99,493		54	%	$	22,432		23	%
Energy & Process		73,287		35	%		72,758		39	%		529		1	%
Space		14,684		7	%		13,282		7	%		1,402		11	%
Net sales	$	209,896		100	%	$	185,533		100	%	$	24,363		13	%
Geographic Region
United States	$	169,943		81	%	$	155,908		84	%	$	14,035		9	%
International		39,953		19	%		29,625		16	%		10,328		35	%
Net sales	$	209,896		100	%	$	185,533		100	%	$	24,363		13	%

Net sales for fiscal 2025 were $209,896, up $24,363, or 13% over the prior year. Incremental revenue from the acquisition of P3 accounted for $2,778 of this increase. The remainder of this increase was primarily due to sales to the Defense industry, which increased $22,432 versus the prior year primarily due to growth in existing programs, better execution, improved pricing, and the timing of key project milestones. Additionally, net sales to the Space industry for fiscal 2025 increased 11% over the prior year primarily due to the addition of P3. Finally, net sales to the Energy & Process industry for fiscal 2025 were consistent with the prior year as increased sales to Asia and the Middle-East were offset by a $2,661 decline in aftermarket sales from the record levels of fiscal 2024, but which remain strong.

Domestic sales as a percentage of aggregate sales were 81% for fiscal 2025 compared to 84% in fiscal 2024. Sales to the Defense industry were 58% for fiscal 2025 compared to 54% for fiscal 2024. Fluctuation in sales among markets, products and geographic locations varies, sometimes significantly, from year to year based on timing and magnitude of projects. See also "Current Market Conditions," above. For additional information on anticipated future sales and our markets, see "Orders and Backlog" below.

Our gross margin for fiscal 2025 was 25.2% compared with 21.9% for fiscal 2024. This 330 basis point improvement in gross profit margin over fiscal 2024 reflected increased leverage on fixed overhead costs due to the higher volume of sales discussed above, as well as better execution and improved pricing, partially offset by higher incentive compensation. Additionally, fiscal 2025 gross profit benefited $1,298 due to a grant received from the BlueForge Alliance to reimburse us for the cost of our Defense welder training programs in Batavia and related equipment. We currently do not expect to receive any additional welder training grants in fiscal 2026. During fiscal 2024 we submitted for the Employee Retention Tax Credit which benefited our gross profit by approximately $700. In fiscal 2024, we completed the last two of six first article U.S. Navy projects, which had impacted our gross margins over the last several years.

Changes in SG&A expense for fiscal 2025 compared to fiscal 2024 are as follows:

	Change FY25 vs. FY24
Personnel costs	$	2,593
Equity based compensation		937
ERP implementation costs		642
P3 Technologies		397
Amortization of intangibles		379
Bad debt expense		299
Research & development		220
Performance-based compensation		457
Acquisition expense		(306	)
Professional fees		(336	)
All other		23
Total SG&A change	$	5,305

The increase in SG&A, including intangible amortization, for fiscal 2025 reflects the investments we are making in our people, our processes, and our technology. Incremental SG&A from the acquisition of P3 accounted for $776 of this increase. Additionally, SG&A increased over the prior year due to increased staffing in connection with our growth and strategic initiatives, and due to increased investment in research and development. The increase in SG&A is also due to costs related to the implementation of a new ERP system at our Batavia facility, and increased bad debt reserves related to non-U.S. and Space customers over the prior year. These increases were partially offset by lower professional fees and lower P3 acquisition related expenses. In connection with the acquisition of BN, we entered into a Performance Bonus Agreement to provide employees of BN with a supplemental performance-based bonus based on the achievement of BN performance objectives for fiscal 2024, 2025, and 2026, which can range between $2,000 to $4,000 per year plus any applicable employer related taxes. This bonus is in addition to the normal employee bonus program at BN and will expire after fiscal 2026 and totaled $4,258 for fiscal 2025 and fiscal 2024 each year including applicable employer related payroll taxes.


	Year Ended
	March 31,										Change
Market	2026		%			2025		%			$			%
Defense	$	147,445		60	%	$	121,925		58	%	$	25,520			21	%
Energy & Process		83,343		34	%		73,287		35	%		10,056			14	%
Space		14,505		6	%		14,684		7	%		(179	)		(1	%)
Net sales	$	245,293		100	%	$	209,896		100	%	$	35,397			17	%

Geographic Region
United States	$	209,628		85	%	$	169,943		81	%	$	39,685			23	%
International		35,665		15	%		39,953		19	%		(4,288	)		(11	%)
Net sales	$	245,293		100	%	$	209,896		100	%	$	35,397			17	%

~~Other~~Net ~~operating~~sales ~~(income)~~for ~~expense~~fiscal 2026 were $245,293, ~~net~~up ~~represents~~$35,397, or 17% over the ~~change~~prior inyear, ~~fair~~reflecting ~~value~~the strength of ~~the~~our P3diversified ~~contingent~~revenue ~~earn-out~~base. ~~liability~~This ~~and~~increase was ~~income~~across ofmultiple markets, including a $125,~~215~~520, or 21%, increase in ~~fiscal~~sales ~~2025~~to ~~compared~~the Defense market, primarily due to ~~expense~~the timing of ~~$80~~project milestones, as well as new programs and growth in ~~fiscal~~existing ~~2024~~programs. ~~The~~Sales ~~change~~to the Energy & Process market increased $10,056, or 14%, over the prior year driven by continued momentum in ~~fair~~New ~~value~~Energy markets, in particular SMRs. Additionally, incremental revenue from the acquisition of FlackTek accounted for $2,767 of the overall net sales increase compared to the prior year and was ~~due~~primarily to ~~delayed~~the ~~orders/projects~~Energy ~~that~~& ~~extended~~Process ~~beyond~~market. Aftermarket sales to the ~~earnout~~Energy ~~period~~& Process and Defense markets totaled $36,924 for the year down 12% from the record levels of fiscal 2025.

~~Net~~Domestic ~~interest~~sales ~~(income)~~as ~~expense~~a percentage of aggregate sales were 85% for fiscal 2026 compared to 81% in fiscal 2025. ~~was~~Sales ~~income~~to ofthe ~~$583~~Defense industry were 60% for fiscal 2026 compared to ~~expense~~58% offor ~~$248~~fiscal 2025. Fluctuation in ~~fiscal~~sales ~~2024.~~among ~~This~~markets, ~~increase~~products inand ~~net~~geographic ~~interest~~locations ~~income~~varies, ~~was~~sometimes ~~due~~significantly, from year to ~~our~~year ~~strong~~based ~~cash~~on ~~position~~timing and ~~lower~~magnitude ~~debt~~of ~~levels~~projects. ~~compared~~See toalso ~~the~~"Current ~~prior~~Market ~~year~~Conditions," above. For additional information on anticipated future sales and our markets, see "Orders, Backlog and Book-to-Bill Ratio" below.

~~Our~~Gross ~~effective~~profit ~~tax~~and ~~rate~~margin for fiscal ~~2025~~2026 ~~was~~were 21$57,750 and 23.5%, ~~compared~~respectively. ~~with~~The ~~18%~~170 ~~for~~basis ~~fiscal~~point ~~2024.~~decline ~~This~~in ~~increase~~gross ~~was~~profit ~~primarily~~margin ~~due~~compared to ~~higher~~fiscal ~~pre-tax~~2025 ~~income~~reflects the mix of sales in fiscal ~~2025~~2026, ~~which~~and ~~diluted~~in ~~the~~particular, ~~impact~~a ofhigher ~~tax~~level ~~credits~~of onDefense ~~our~~sales ~~effective~~and ~~tax~~material ~~rate~~receipts, ~~partially~~which ~~offset~~carry bya ~~higher~~lower ~~discrete~~profit ~~tax~~margin. ~~benefits~~The ~~recognized~~impact inof ~~fiscal~~increased ~~2025~~tariffs ~~related~~for tofiscal ~~the~~2026 ~~vesting~~was ofapproximately ~~restricted~~an ~~stock~~incremental ~~awards~~$1,000 compared to fiscal ~~2024~~2025. ~~Our~~Additionally, ~~effective~~fiscal ~~tax~~2025 ~~rate~~gross ~~for~~profit ~~fiscal~~benefited ~~2026~~$1,298 isdue ~~expected~~ to bea ~~approximately~~grant ~~20%~~received from the BlueForge Alliance to ~~22%~~reimburse us for the cost of our Defense welder training programs in Batavia and related equipment, which did not repeat in fiscal 2026.

~~The~~Changes ~~net~~in ~~result~~SG&A ofexpense ~~the above is that net income and net income per diluted share~~ for fiscal ~~2025~~2026 ~~were $12,230 and $1.11 per share, respectively,~~ compared ~~with~~to ~~$4,556 and $0.42 per share, respectively, for~~ fiscal ~~2024. Adjusted net income and adjusted net income per diluted share for fiscal~~ 2025 ~~were~~are ~~$13,716~~as and $1.24 per share, respectively, compared with $6,796 and $0.63 per share, respectively, for fiscal 2024. See "Non-GAAP Measures" below for important information about these measures and a reconciliation of adjusted net income and adjusted net income per diluted share to the comparable GAAP amount.follows:


	Change FY26 vs. FY25
Personnel costs	$	2,038
Acquisition & integration expense		1,827
FlackTek		1,081
Performance-based compensation		570
Professional fees		(83	)
Equity based compensation		163
ERP implementation costs		(669	)
Bad debt expense		(994	)
All other		533
Total SG&A change	$	4,466

SG&A, including intangible amortization, for fiscal 2026 increased $4,466 over fiscal 2025 and reflects the investments we are making in our people, our processes, and our technology. SG&A increased $2,608 over the prior year due to increased staffing and performance-based compensation in connection with our growth and strategic initiatives. Acquisition and integration expenses contributed $1,827 to the increase compared to the prior year primarily due to the acquisitions of Xdot and FlackTek in the current year. Additionally, incremental SG&A from the acquisition of FlackTek accounted for $1,081 of this increase. Decreases in ERP implementation costs of $669 and bad debt expense of $994 partially offset these increases. In connection with the acquisition of BN, we entered into a Performance Bonus Agreement to provide employees of BN with a supplemental bonus based on the achievement of BN performance objectives for fiscal 2024, 2025, and 2026, which can range between $2,000 to $4,000 per year. During fiscal 2026 and fiscal 2025, we recorded $4,258 related to the BN Performance Bonus, which includes the applicable employer related payroll taxes.

Other operating (income) expense, net primarily represents the change in fair value of contingent earn-out liabilities related to acquisitions and was income of $621 in fiscal 2026 compared to income of $1,215 in fiscal 2025. The change in fair value was primarily due to delayed orders/projects that extended beyond the earnout period.

Net interest (income) expense for fiscal 2026 was income of $257 compared to income of $583 in fiscal 2025. This decrease in net interest income was due to increased interest expense in fiscal 2026 from debt borrowings for our acquisition of FlackTek.

On July 4, 2025, President Trump signed the One Big Beautiful Bill Act ("OBBB"), enacting a broad range of tax reform provisions, including extending and modifying certain domestic and international Tax Cut & Jobs Act provisions and expanding certain Inflation Reduction Act incentives while accelerating the phase-out of others. Only certain provisions had current-year financial reporting implications due to varying effective dates and discretionary elections. The enactment of the OBBB in the second quarter of fiscal 2026 resulted in an increase to our expected effective tax rate for fiscal 2026 of approximately 200 basis points but is expected to result in approximately $8,000 in cash tax savings over the next two years due to the bonus depreciation provisions of the OBBB and changes to the research and development Section 174 rules. These cash tax savings are expected to more than offset the impact of the effective tax rate increase.

Our effective tax rate for fiscal 2026 was 15% compared with 21% for fiscal 2025. This decrease was primarily due to higher research and development tax credits and higher discrete tax benefits related to the vesting of restricted stock units and awards compared to fiscal 2025, partially offset by the impact of the enactment of the OBBB discussed above. Our effective tax rate for fiscal 2027 is expected to be approximately 18% to 20%.

The net result of the above is that net income and net income per diluted share for fiscal 2026 were $12,500 and $1.12 per share, respectively, compared with $12,230 and $1.11 per share, respectively, for fiscal 2025. Adjusted net income and adjusted net income per diluted share for fiscal 2026 were $15,598 and $1.40 per share, respectively, compared with $13,716 and $1.24 per share, respectively, for fiscal 2025. See "Non-GAAP Measures" below for important information about these measures and a reconciliation of adjusted net income and adjusted net income per diluted share to the comparable GAAP amount.

Non-GAAP Measures

Adjusted net income before interest (income) expense, income taxes, depreciation and amortization ("EBITDA"), adjusted net income, and adjusted net income per diluted share are provided for informational purposes only and are not measures of financial performance under the U.S.'s generally accepted accounting principles ("GAAP").

Management believes the presentation of these financial measures reflecting non-GAAP adjustments provides important supplemental information to investors and other users of our financial statements in evaluating the operating results of the Company. In particular, we exclude those charges and credits that are not directly related to our operating performance, and are not reflective of our underlying business particularly in light of their unpredictable nature. These non-GAAP disclosures have limitations as analytical tools, should not be viewed as a substitute for net income or net income per diluted share determined in accordance with GAAP, and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. In addition, supplemental presentation should not be construed as an inference that our future results will be unaffected by similar adjustments to net income or net income per diluted share determined in accordance with GAAP. Adjusted EBITDA, adjusted net income and adjusted net income per diluted share are key metrics used by management and our board of directors to assess the Company’s financial and operating performance and adjusted EBITDA is a basis for a significant portion of management's performance-based compensation.

Adjusted EBITDA excludes charges for depreciation, amortization, interest (income) expense, income taxes, acquisition related (income) expenses, equity-based compensation, ERP implementation costs, and other unusual/nonrecurring expenses. Adjusted net income and adjusted net income per diluted share exclude intangible amortization, acquisition related (income) expenses, other unusual/nonrecurring expenses and the related tax impacts of those adjustments.

A reconciliation of adjusted EBITDA, adjusted net income, and adjusted net income per diluted share to net income in accordance with GAAP is as follows:

3031

	Year Ended
	March 31,
	2025			2024
	2026			2025
Net income	$	12,~~230~~500		$	412,~~556~~230
Acquisition & integration (income) expense		(1,170	)		432
Acquisition & integration expense (income), net		1,305			(1,170	)
Equity-based compensation		12,~~957~~131			1,~~279~~957
ERP implementation costs		~~882~~213			~~241~~882
Debt amendment costs		-			781
Net interest income		(257	)		(583	)
Employee Retention Tax Credit, net		-			(702	)
Income tax expense		2,260			3,177
Net interest (income) expense		(583	)		248
Depreciation & amortization		7,843			5,936
Income tax expense		3,177			1,018
Adjusted EBITDA	$	25,995		$	22,429
Depreciation & amortization		5,936			5,432
Net Sales		245,293			209,896
Adjusted EBITDA	$	22,429		$	13,285
Net income as a % of revenue		5.1	%		5.8	%
Net Sales		209,896			185,533
Adjusted EBITDA as a % of revenue		10.6	%		10.7	%
Net income as a % of revenue		5.8	%		2.5	%
Adjusted EBITDA as a % of revenue		10.7	%		7.2	%

	Year Ended
	March 31,
	2025			2024
	2026			2025
Net income	$	12,~~230~~500		$	412,~~556~~230
Acquisition & integration (income) expense		(1,170	)		432
Acquisition & integration expense (income), net		1,305			(1,170	)
Amortization of intangible assets		2,~~218~~506			2,~~157~~218
ERP implementation costs		~~882~~213			~~241~~882
Debt amendment costs		-			781
Tax impact of adjustments(1)		(926	)		(444	)
Employee Retention Tax Credit		-			(702	)
Adjusted net income	$	15,598		$	13,716
Normalized tax rate(1)		(444	)		(669	)
GAAP net income per diluted share	$	1.12		$	1.11
Adjusted net income	$	13,716		$	6,796
Adjusted net income per diluted share	$	1.40		$	1.24
GAAP net income per diluted share	$	1.11		$	0.42
Diluted weighted average common shares outstanding		11,138			11,066
Adjusted net income per diluted share	$	1.24		$	0.63
(1) Applies a normalized tax rate to non-GAAP adjustments, which are pre-tax, based upon the statutory tax rate of 23%.
Diluted weighted average common shares outstanding		11,066			10,844
(1) Applies a normalized tax rate to non-GAAP adjustments, which are pre-tax, based upon the statutory tax rate.

Acquisition & integration expense (income) ~~expense~~ are incremental costs that are directly related to, and as a result of, ~~the~~acquisition P3related ~~acquisition~~activity or the subsequent accounting for the contingent earn-out ~~liability~~liabilities. These costs (income) may include, among other things, professional, consulting and other fees, system integration costs, and contingent consideration fair value adjustments. ERP implementation costs relate primarily to consulting costs (training, data conversion, and project management) incurred in connection with the ERP system being implemented ~~throughout~~at our Batavia, NYNew York facility in order to enhance efficiency and productivity and are not expected to recur once the project is completed. Debt amendment costs consist of accelerated write-offs of unamortized deferred debt issuance costs and discounts, prepayment penalties, and attorney fees in connection with the amendment of our credit facility. The Employee Retention Tax Credit reflects payroll tax amounts recovered due to COVID-19 relief programs and is not expected to recur in the future.

Liquidity and Capital Resources

The following discussion should be read in conjunction with our consolidated statements of cash flows and consolidated balance sheets appearing in Item 8 of Part II of this Annual Report on Form 10-K:

	March 31,
	2025		2024
	2026		2025
Cash and cash equivalents	$	216,~~577~~580	$	1621,~~939~~577
Working capital(1)		~~5,222~~184		85,~~112~~222
Working capital ratio(2)		1.0		1.10

(1)

Working capital equals current assets minus current liabilities.

(2)

Working capital ratio equals current assets divided by current liabilities.

Net cash provided by operating activities for fiscal 2025 was $24,316 compared with $28,120 for fiscal 2024. This decrease was primarily due to lower cash provided by billed and unbilled accounts receivable, net of customer deposits of $7,209 and higher cash taxes paid of $3,557 during fiscal 2025 compared to fiscal 2024, which benefited from a change in contract payment terms on U.S. Navy contracts and the utilization of net operating loss tax carryforwards, respectively. These decreases were partially offset by higher cash net income of $9,324 in fiscal 2025 compared to fiscal 2024. Customer deposits, net of unbilled revenue was $45,568 at March 31, 2025 compared to $43,972 at March 31, 2024 and represents future outflows of cash related to projects in process.

Capital expenditures for fiscal 2025 were $18,957 versus $9,226 in fiscal 2024. Capital expenditures for fiscal 2025 were primarily for machinery and equipment, land, buildings, and leasehold improvements to support our growth and productivity improvement initiatives and included expenditures related to the construction of a new 30,000 square foot manufacturing facility to enhance and expand Defense production capabilities at our Batavia, NY facility, which is primarily being funded by a $13,500 strategic grant from one of our Defense customers. Additionally, during fiscal 2025 we began construction of a cryogenic propellant (LH2, LOX, LCH4) testing facility near P3 in Florida and made an opportunistic land purchase near the BN campus in Colorado to support future growth. Capital expenditures for fiscal 2026 are expected to be between $15,000 and $18,000 of which approximately half is related to the completion of the Batavia Defense expansion and cryogenic testing facility. Additionally, during fiscal 2025, we received a $2,200 strategic investment from a major Defense customer to support the implementation of new Radiographic Testing (“RT”) equipment at our Batavia, NY facility. We intend to contribute an additional $1,400 towards this project for a total project cost of $3,600. This expansion is expected to be completed in the third quarter of fiscal 2026. The remaining capital expenditures for fiscal 2026 are discretionary. We estimate that our maintenance capital spend is approximately $2,000 per year. However, for the next several years we expect capital expenditures to be approximately 7% to 10% of sales each year as we continue to invest in our business in order to support our long-term organic growth goals.

At March 31, 2025, approximately $4,659 of our $21,577 cash and cash equivalents was used to secure our letters of credit and $4,607 of our cash was held by our subsidiaries in China and India.

On October 13, 2023, we terminated our revolving credit facility and repaid our term loan with Bank of America and entered into a new five-year revolving credit facility with Wells Fargo that provides a $50,000 line of credit (the "New Revolving Credit Facility"). As of March 31, 2025, there were no borrowings and $5,295 letters of credit outstanding on the New Revolving Credit Facility and the amount available to borrow was $44,705, subject to interest and leverage covenants.

On July 15, 2024, the Company and Wells Fargo entered into an amendment to the New Revolving Credit Facility, which increased the maximum aggregate principle amount of indebtedness of Foreign Subsidiaries and Non-Guarantor Subsidiaries, as defined in the New Revolving Credit Facility, allowed under the New Revolving Credit Facility from $2,000 to $3,500.

The New Revolving Credit Facility contains customary terms and conditions, including representations and warranties and affirmative and negative covenants, as well as financial covenants for the benefit of Wells Fargo, which require us to maintain (i) a consolidated total leverage ratio not to exceed 3.50:1.00 and (ii) a consolidated fixed charge coverage ratio of at least 1.20:1.00, in both cases computed in accordance with the definitions and requirements specified in the New Revolving Credit Facility. As of March 31, 2025, we were in compliance with the financial covenants of the New Revolving Credit Facility and our leverage ratio as calculated in accordance with the terms of the New Revolving Credit Facility was 0.5x.

The New Revolving Credit Facility contains terms that may, under certain circumstances defined in the agreement, restrict our ability to declare or pay dividends. Any determination by our Board of Directors regarding dividends in the future will depend on a variety of factors, including our future financial performance, organic and inorganic growth opportunities, general economic conditions and financial, competitive, regulatory, and other factors, many of which are beyond our control. We did not pay any dividends during fiscal 2025 and currently have no intention to pay dividends for the foreseeable future.

In connection with the termination of the old revolving credit facility and term loan with Bank of America, the Company paid $752 in exit costs and recognized an extinguishment charge of $726 during fiscal 2024. (See Note 9 to the Consolidated Financial Statements included in Item 8 of Part II of this Annual Report on Form 10-K for additional information).

We did not have any off-balance sheet arrangements as of March 31, 2025 other than letters of credit incurred in the ordinary course of business.

We believe that cash generated from operations, combined with the liquidity provided by available financing capacity under the New Revolving Credit Facility, will be adequate to meet our cash needs for the immediate future.

Stockholders' Equity

Net cash provided by operating activities for fiscal 2026 was $15,933 compared with $24,316 for fiscal 2025. This decrease was primarily due to the timing of billing and collection of unbilled revenue, partially offset by higher cash net income in fiscal 2026, which increased 11% over the prior year. Note that cash flow from operations for the fourth quarter of fiscal 2026 were negatively impacted by approximately $4,000 related to transaction bonuses assumed in the FlackTek acquisition that were awarded by the previous owners of FlackTek but paid by the Company and was a reduction to the cash purchase price paid.

Net capital expenditures for fiscal 2026 were $15,780 compared to $18,957 in fiscal 2025. Capital expenditures for fiscal 2026 were primarily for machinery and equipment, as well as for buildings and leasehold improvements to support our growth and productivity improvement initiatives and were primarily related to the following:

•

Construction of a new 30,000 square foot manufacturing facility to enhance and expand Defense production capabilities at our Batavia, NY facility, which is primarily being funded by a $13,500 strategic grant from one of our Defense customers. Construction of this facility was completed in June 2025.

•

Construction of a cryogenic propellant (LH2, LOX, LCH4) testing facility near P3 in FL to support our customers and enhance our capabilities. Construction was completed in February 2026.

•

Installation of advanced RT equipment to enhance and accelerate Defense production at our Batavia, NY facility, which is primarily being funded by a $2,200 strategic grant from one of our Defense customers. We intend to contribute an additional $1,400 towards this project for a total project cost of $3,600. This expansion was completed in the first quarter of fiscal 2027.

•

Investments in production capacity and capabilities at our Arvada, CO facility, including the addition of new CNC machining centers, a liquid nitrogen test stand, and supporting infrastructure to increase throughput and meet accelerating Space customer schedules.

Capital expenditures for fiscal 2027 are expected to be between $18,000 and $22,000 and are primarily discretionary. We estimate that our maintenance capital spend is approximately $2,500 per year. However, for the next several years we expect capital expenditures to be approximately 7% to 10% of sales each year as we continue to invest in our business in order to support our long-term organic growth goals.

Net cash provided by financing activities was $11,956 in fiscal 2026 compared with net cash used in financing activities of $521 in fiscal 2025, due to net borrowings on our revolving credit facility to partially fund the FlackTek acquisition.

At March 31, 2026, approximately $830 of our $6,580 cash and cash equivalents was used to secure our letters of credit and $3,934 of our cash was held by our subsidiaries in China and India.

On October 13, 2023, we entered into a five-year revolving credit facility with Wells Fargo that provided a $50,000 line of credit (the "Revolving Credit Facility"). Simultaneous with the close of the FlackTek transaction on January 23, 2026, we amended our Revolving Credit Facility to increase the limit to $80,000, modify the definition of Consolidated Funded Indebtedness to limit the amount of contingent earn-out liability included to the amount expected to be paid in the next twelve months, as well as permit the incurrence or existence of indebtedness of Graham India Private Limited ("GIPL") arising from any letters of credit, bank guarantees or other similar obligations in a principal amount not to exceed $5,000 and certain other administrative amendments. As of March 31, 2026, there was $13,000 in borrowings and $6,111 letters of credit outstanding on the Revolving Credit Facility and the amount available to borrow was $60,889, subject to interest and leverage covenants.

The Revolving Credit Facility contains customary terms and conditions, including representations and warranties and affirmative and negative covenants, as well as financial covenants for the benefit of Wells Fargo, which require us to maintain (i) a consolidated total leverage ratio not to exceed 3.50:1.00 and (ii) a consolidated fixed charge coverage ratio of at least 1.20:1.00, in both cases computed in accordance with the definitions and requirements specified in the Revolving Credit Facility. As of March 31, 2026, we were in compliance with the financial covenants of the Revolving Credit Facility and our leverage ratio as calculated in accordance with the terms of the Revolving Credit Facility was 0.8x.

The Revolving Credit Facility contains terms that may, under certain circumstances defined in the agreement, restrict our ability to declare or pay dividends. Any determination by our Board of Directors regarding dividends in the future will depend on a variety of factors, including our future financial performance, organic and inorganic growth opportunities, general economic conditions and financial, competitive, regulatory, and other factors, many of which are beyond our control. We did not pay any dividends during fiscal 2026 or fiscal 2025 and currently have no intention to pay dividends for the foreseeable future. There can be no guarantee that we will pay dividends in the future.

We did not have any off-balance sheet arrangements as of March 31, 2026 other than letters of credit incurred in the ordinary course of business.

We believe that cash generated from operations, combined with the liquidity provided by available financing capacity under the Revolving Credit Facility, will be adequate to meet our cash needs for the immediate future.

On April 14, 2026, we entered into a Securities Purchase Agreement with certain accounts advised by T. Rowe Price Investment Management, Inc. pursuant to which we agreed to sell an aggregate of 600 shares of common stock, par value of $0.10 per share for $83.36 per share, based upon the 20-day average closing price of the Company's common stock on the New York Stock Exchange on April 13, 2026, for an aggregate gross proceeds of $50,000. We utilized $13,000 of the proceeds for debt repayment and are expected to utilize the remaining proceeds to help fund future investment in organic and inorganic growth opportunities.

Stockholders' Equity

The following discussion should be read in conjunction with our consolidated statements of changes in stockholders' equity that can be found in Item 8 of Part II of this Annual Report on Form 10-K. The following table shows the balance of stockholders' equity on the dates indicated:

March 31, 2025		March 31, 2024
March 31, 2026		March 31, 2025
$	~~119~~140,~~577~~315	$	~~105~~119,~~566~~577

Orders, Backlog and Book-to-Bill Ratio

In addition to the non-GAAP measures discussed above, management uses the following key performance metrics to analyze and measure the Company’s financial performance and results of operations: orders, backlog, and book-to-bill ratio. Management uses orders and backlog as measures of current and future business and financial performance and these may not be comparable with measures provided by other companies. Orders represent definitive agreements with customers to provide products and/or services. Backlog is defined as the total dollar value of orders received for which revenue has not yet been recognized. Total backlog can include both funded and unfunded orders under government contracts. Management believes tracking orders and backlog are useful as it often times is a leading indicator of future performance. In accordance with industry practice, contracts may include provisions for cancellation, termination, or suspension at the discretion of the customer.

The book-to-bill ratio is an operational measure that management uses to track the growth prospects of the Company. The Company calculates the book-to-bill ratio for a given period as net orders divided by net sales. Over the long-term, our goal is to have a book-to-bill ratio of 1.1x, which can vary significantly from quarter to quarter given the nature of our business. Since fiscal 2020, our annual book-to-bill ratio has ranged from 0.9x to 1.5x.

Given that each of orders, backlog and book-to-bill ratio is an operational measure and that the Company's methodology for calculating orders, backlog and book-to-bill ratio does not meet the definition of a non-GAAP measure, as that term is defined by the SEC, a quantitative reconciliation for each is not required or provided.

The following table provides our orders by market and geographic region including the percentage of total orders and change in comparison to the prior year for each category and period presented. Percentages may not sum to the total due to rounding:

	Year Ended
	March 31,										Change
Market	~~2025~~2026		%			~~2024~~2025		%			$			%
Defense	$	~~134~~252,~~571~~170		5870	%	$	~~177~~134,~~410~~571		6658	%	$	~~(42~~117,~~839~~599	)		~~-24~~87	%
Energy & Process		7671,~~427~~956		3320	%		7476,~~212~~427		2833	%		2(4,~~215~~471	)		3(6	%)
Space		2035,~~114~~316		910	%		1620,~~825~~114		69	%		315,~~289~~202			2076	%
Total orders	$	~~231~~359,~~112~~442		100	%	$	~~268~~231,~~447~~112		100	%	$	~~(37~~128,~~335~~330	)		~~-14~~56	%
Book-to-Bill Ratio		1.5					1.1
Geographic Region
United States	$	~~189~~345,~~237~~444		8296	%	$	~~231~~189,~~317~~237		8682	%	$	~~(42~~156,~~080~~207	)		~~-18~~83	%
International		4113,~~875~~998		184	%		3741,~~130~~875		1418	%		4(27,~~745~~877	)		13(67	%)
Total orders	$	~~231~~359,~~112~~442		100	%	$	~~268~~231,~~447~~112		100	%	$	~~(37~~128,~~335~~330	)		~~-14~~56	%

Orders booked in fiscal ~~2025~~2026 were $~~231~~359,~~112~~442, ~~compared~~an toincrease ~~$268,447~~of in56% over fiscal ~~2024.~~2025, ~~This~~which ~~decrease~~equated ~~was~~to ~~primarily~~a ~~due~~ book-to-bill aratio ~~record~~of ~~level~~1.5x. The acquisition of FlackTek added orders ~~during~~of $3,530. Orders in fiscal ~~2024~~2026 asincluded a$101,500 ~~result~~of orders to support the U.S. Navy's Virginia Class Submarine program, $75,000 of follow-on orders ~~for~~to ~~critical~~support the U.S. Navy's ~~programs~~Columbia ~~related~~Class Submarine program, and $25,500 of follow-on orders to ~~the~~provide ~~Columbia~~mission-critical ~~Class~~hardware ~~submarine~~for ~~and~~the ~~Ford~~MK48 ~~Class~~Mod ~~carrier~~7 ~~programs~~Heavyweight Torpedo, awhich ~~$9,100~~we ~~vacuum~~believe ~~distillation~~supports ~~system~~our ~~for~~position as a ~~refinery~~trusted insupplier ~~India,~~to the U.S. Navy and ~~$22,000~~allied ~~related~~defense toprograms. aAdditionally, ~~strategic~~fiscal ~~investment~~2026 byorders ~~one~~included $35,316 of ~~our~~orders ~~larger~~to ~~Defense~~leading Space/Aerospace customers, ~~and~~in the ~~follow-on~~commercial ~~orders.~~space ~~Significant~~launch ~~orders~~market ~~for~~as ~~fiscal~~certain ~~2025~~programs ~~included~~begin ~~the~~to ~~following:~~ramp production.

~~Q1 - follow-on order for the second option year of alternators and regulators for the U.S. Navy MK48 Torpedo program;~~ 34

Q1Aftermarket -orders anto ~~order~~the ~~for~~Energy a& ~~three~~Process ~~surface~~and ~~condenser~~Defense ~~system~~markets ~~for~~remained ~~the~~strong ~~world's~~at ~~first~~$36,572 ~~net-zero~~but ~~carbon~~down ~~emissions~~from ~~integrated~~the ~~ethylene~~record ~~cracker~~levels ~~and~~of ~~derivatives~~fiscal ~~site~~2025 ~~located~~of ~~in North America;~~$48,462.

Q2Orders -to athe ~~contract~~U.S. torepresented ~~provide~~96% ~~cryogenic~~of ~~pumps~~total orders for afiscal ~~space~~2026 ~~launch~~compared ~~vehicle;~~to 82% for the prior year. These orders were primarily to the Defense market, which are U.S. based, and tend to be lumpy given their large size and are long-term in nature.

Q2 - a contract to provide the MK19 Air Turbine Pump for the U.S. Navy Columbia-class submarine, which is a new program for the Company;

Q4 - $50,000, of a $136,500 total contract value, to procure long-lead time materials for follow-on contracts to support the U.S. Navy's Virginia Class Submarine program;

Q4 - $2,200 strategic investment from a major Defense customer to support the implementation of new RT equipment at our Batavia, NY facility; and

Aftermarket orders for the Energy & Process and Defense markets increased 8% to $46,582 compared with fiscal 2024.

For fiscal 2025, our book-to-bill ratio was 1.1x. Note that our orders tend to be lumpy given the nature of our business (i.e., large capital projects) and in particular, orders to the Defense industry, which span multiple years and can be significantly larger in size.

Orders to the U.S. represented 82% of total orders for fiscal 2025 compared to 86% for the prior year. These orders were primarily to the Defense market, which are U.S. based, and tend to be lumpy given their large size and are long-term in nature.

The following table provides our backlog by market, including the percentage of total backlog, for each category and period presented. Percentages may not sum to the total due to rounding:

	March 31,					March 31,					Change
Market	~~2025~~2026		%			~~2024~~2025		%			$			%
Defense	$	~~340~~450,~~613~~125		8385	%	$	~~328~~340,~~389~~613		8483	%	$	12109,~~224~~512			432	%
Energy & Process		5545,~~640~~135		138	%		5155,~~828~~640		13	%		3(10,~~812~~505	)		7(19	%)
Space		1637,~~082~~377		47	%		1016,~~651~~082		34	%		521,~~431~~295			51132	%
Total backlog	$	~~412~~532,~~335~~637		100	%	$	~~390~~412,~~868~~335		100	%	$	21120,~~467~~302			529	%

Backlog was a record $~~412~~532,~~335~~637 at March 31, ~~2025~~2026, an increase of 529% compared with $~~390~~412,~~868~~335 at March 31, ~~2024~~2025. The acquisition of FlackTek contributed $6,100 of this increase. We expect to recognize revenue on approximately 4535% to 40% of the backlog within one year, 2520% to 3025% in one to two years and the remaining beyond two years. The majority of the orders that are expected to convert beyond twenty-four months are for the Defense industry, specifically the U.S. Navy that have a long conversion cycle (up to six years).

Outlook

We are providing the following fiscal ~~2026~~2027 outlook ($ in thousands):

Net Sales	$225,000 to $235,000
	Fiscal 2027
Gross Profit (1)	24.5% - 25.5% of sales
Net Sales	$285,000 to $295,000
SG&A Expenses (Including Amortization)(2)	17.5% - 18.5% of sales
Gross Profit	24.5% - 25.5% of sales
Tax Rate	20% to 22%
SG&A Expenses (Including Amortization)(1)(2)	16.5% - 17.5% of sales
Adjusted EBITDA(1)(3)	$22,000 to $28,000
Tax Rate	18% to 20%
Capital Expenditures	$15,000 to $18,000
Adjusted EBITDA(2)(3)	$35,000 to $40,000
(1) Includes the estimated impact of increased tariffs over the prior year of approximately $2,000 to $5,000.
Capital Expenditures	$18,000 to $22,000
(2) Includes approximately $6,000 to $7,000 of BN Performance Bonus, equity-based compensation, and ERP conversion costs included in SG&A expense.
(1) Includes approximately $4,000 to $5,000 of equity-based compensation, net acquisition & integration costs, and ERP conversion costs included in SG&A expense.
(3) Excludes net interest (income) expense, income taxes, depreciation and amortization from net income, as well as approximately $2,000 to $3,000 of equity-based compensation and ERP conversion costs included in SG&A expense, net.
(2) Includes approximately $2,500 of incremental costs to invest in people, processes, and technology to enable future growth and accelerate the commercialization of Graham products and technologies.
(3) Excludes net interest (income) expense, income taxes, depreciation and amortization from net income, as well as approximately $4,000 to $5,000 of equity-based compensation, net acquisition & integration costs, and ERP conversion costs.

See "Cautionary Note Regarding Forward-Looking Statements" and "Non-GAAP Measures" above for additional information about forward-looking statements and non-GAAP measures. We have not reconciled non-GAAP forward-looking Adjusted EBITDA to its most directly comparable GAAP measure, as permitted by Item 10(e)(1)(i)(B) of Regulation S-K. Such reconciliation would require unreasonable efforts to estimate and quantify various necessary GAAP components largely because forecasting or predicting our future operating results is subject to many factors out of our control or not readily predictable.

We have made significant progress with the advancements in our business, which we believe puts us on schedule to achieve our fiscal 2027 goals of 8% to 10% average annualized organic revenue growth and Adjusted EBITDA margins in the low to mid-teens.

Our expectations for sales and profitability assume that we will be able to operate our production facilities at planned capacity, have access to our global supply chain including our subcontractors, do not experience any global disruptions, and experience no impact from any other unforeseen events.

Contingencies and Commitments

We have been named as a defendant in lawsuits alleging personal injury from exposure to asbestos allegedly contained in or accompanying our products or from exposure to asbestos at the Company's facilities. We are a co-defendant with numerous other defendants in these lawsuits and intend to vigorously defend ourselves against these claims. The claims in our current lawsuits are similar to those made in previous asbestos lawsuits that named us as a defendant. Such previous lawsuits either were dismissed when it was shown that we had not supplied products to the plaintiffs’ places of work, or were settled by us for immaterial amounts. We believe that the resolution of these asbestos-related lawsuits will not have a material adverse effect on our financial position or results of operations. However, legal matters are subject to inherent uncertainties and there exists the possibility that the ultimate resolution of these asbestos-related lawsuits could have a material adverse impact on our financial position and results of operations.

3435

~~During~~operations. ~~the third quarter of fiscal 2024~~However, ~~the~~legal ~~Audit~~matters ~~Committee~~are ofsubject the Board of Directors, with the assistance of external counsel and forensic professionals, concluded an investigation into a whistleblower complaint received regarding GIPL. The investigation identified evidence supporting the complaint and other misconduct by employees. The other misconduct totaled $150 over a period of four years and was isolated to ~~GIPL.~~inherent ~~All~~uncertainties ~~involved employees have been terminated~~ and wethere ~~have~~exists ~~implemented remedial actions, including strengthening our compliance program and internal controls. As a result of~~ the ~~investigation,~~possibility ~~during~~that the ~~third~~ultimate ~~quarter~~resolution of ~~fiscal~~these ~~2024,~~asbestos-related ~~the~~lawsuits ~~statutory~~could ~~auditor and bookkeeper of GIPL tendered their resignations and new firms were appointed. We~~ have ~~voluntarily~~a ~~reported~~material ~~the~~adverse ~~findings~~impact ofon our ~~investigation~~financial toposition ~~the appropriate authorities in India, the U.S. Department of Justice,~~ and the SEC and will continue to cooperate with those authorities. Although the resolutions of these matters are inherently uncertain, we do not believe any remaining impact will be material to our overall consolidated results of operations~~, financial position, or cash flows~~.

AsDuring the third quarter of ~~March~~fiscal 312024, ~~2025,~~the weAudit ~~are~~Committee ~~subject~~of to the ~~claims~~Board ~~noted~~of ~~above~~Directors, aswith ~~well~~the asassistance ~~other~~of ~~legal~~external ~~proceedings~~counsel and ~~potential~~forensic ~~claims~~professionals, ~~that~~concluded ~~have~~an ~~arisen~~investigation ininto ~~the~~a ~~ordinary~~whistleblower ~~course~~complaint ofreceived ~~business~~regarding GIPL. ~~Although~~The investigation identified evidence supporting the ~~outcome~~complaint and other misconduct by employees. The other misconduct was over a period of ~~the~~four ~~lawsuits~~years, ~~legal~~was ~~proceedings~~not ordeemed ~~potential~~to ~~claims~~be material, and was isolated to ~~which~~a wefew ~~are~~employees. All involved employees have been terminated or ~~may~~are ~~become~~no alonger ~~party~~with ~~cannot~~the beCompany ~~determined~~and we have implemented remedial actions, including strengthening our compliance program and aninternal ~~estimate~~controls. As a result of the ~~reasonably~~investigation, ~~possible~~during ~~loss~~the orthird ~~range~~quarter of ~~loss~~fiscal ~~cannot~~2024, bethe ~~made~~statutory ~~for~~auditor ~~the~~and ~~majority~~bookkeeper of ~~the~~GIPL ~~claims,~~tendered wetheir doresignations ~~not~~and ~~believe~~new ~~that~~firms ~~the~~were ~~outcomes,~~appointed. ~~either~~We ~~individually~~have orvoluntarily inreported the ~~aggregate,~~findings ~~will~~of ~~have~~our ainvestigation ~~material~~to ~~adverse~~the ~~effect~~appropriate onauthorities ~~our~~in ~~results~~India, the U.S. Department of ~~operations~~Justice, ~~financial~~and ~~position~~the orSEC ~~cash~~and ~~flows~~will continue to cooperate with those authorities. ~~See~~Although ~~Note~~the 17resolutions toof ~~our~~these ~~consolidated~~matters ~~financial~~are ~~statements~~inherently ~~included~~uncertain, inwe ~~Item~~do 8not ofbelieve ~~Part~~any IIremaining ofimpact ~~this~~will ~~Annual~~be ~~Report~~material onto ~~Form~~our ~~10-K~~overall ~~for~~consolidated ~~additional~~results ~~information~~of operations, financial position, or cash flows.

As of March 31, 2026, we are subject to the claims noted above, as well as other legal proceedings and potential claims that have arisen in the ordinary course of business. Although the outcome of the lawsuits, legal proceedings or potential claims to which we are or may become a party cannot be determined and an estimate of the reasonably possible loss or range of loss cannot be made for the majority of the claims, we do not believe that the outcomes, either individually or in the aggregate, will have a material adverse effect on our results of operations, financial position or cash flows. See Note 17 to our consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K for additional information.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon the consolidated financial statements and the notes to consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K, which have been prepared in accordance with GAAP.

Critical accounting policies are defined as those that reflect significant judgments and uncertainties and could potentially result in materially different results under different assumptions and conditions.

Revenue Recognition. The Company accounts for revenue in accordance with Accounting Standard Codification 606, "Revenue from Contracts with Customers" ("ASC 606").

We recognize revenue on all contracts when control of the product is transferred to the customer. Control is generally transferred when products are shipped, title is transferred, significant risks of ownership have transferred, we have rights to payment, and rewards of ownership pass to the customer. Customer acceptance may also be a factor in determining whether control of the product has transferred. Although revenue on the majority of our contracts, as measured by number of contracts, is recognized upon shipment to the customer, revenue on larger contracts, which are fewer in number but generally represent the majority of revenue, is recognized over time as these contracts meet specific criteria in ASC 606. Revenue from contracts that is recognized upon shipment accounted for approximately 2018% of revenue in fiscal ~~2025~~2026. Revenue from contracts that is recognized over time accounted for approximately 8082% of revenue in fiscal ~~2025~~2026. We recognize revenue over time when contract performance results in the creation of a product for which we do not have an alternative use and the contract includes an enforceable right to payment in an amount that corresponds directly with the value of the performance completed. To measure progress towards completion on performance obligations for which revenue is recognized over time the Company utilizes an input method based upon a ratio of direct labor hours incurred to date to management’s estimate of the total labor hours to be incurred on each contract, or cost incurred to date to management's estimate of the total cost to be incurred on each contract, or an output method based upon completion of operational milestones, depending upon the nature of the contract.

Business Combinations ~~and Intangible Assets~~. Assets and liabilities acquired in a business combination are recorded at their estimated fair values at the acquisition date. The fair value of identifiable intangible assets is based upon detailed valuations that use various assumptions made by management. Goodwill is recorded when the purchase price exceeds the estimated fair value of the net identifiable tangible and intangible assets acquired. Definite lived intangible assets are amortized over their estimated useful lives and are assessed for impairment if certain indicators are present. Goodwill and intangible assets deemed to have indefinite lives are not amortized but are subject to impairment testing annually or earlier if an event or change in circumstances indicates that the fair value of a reporting unit or the indefinite lived asset may have been reduced below its carrying value.

Goodwill and Intangible Assets. Definite lived intangible assets are amortized over their estimated useful lives and are assessed for impairment if certain indicators are present. Goodwill and intangible assets deemed to have indefinite lives are not amortized but are subject to impairment testing annually or earlier if an event or change in circumstances indicates that the fair value of a reporting unit or the indefinite lived asset may have been reduced below its carrying value. We make assumptions in establishing the carrying value, fair value, and, if applicable, the estimated lives of our goodwill and intangible assets.

Critical Accounting Estimates and Judgments

We have evaluated the accounting policies used in the preparation of the consolidated financial statements and the notes to consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K and believe those policies to be reasonable and appropriate.

We believe that the most critical accounting estimates used in the preparation of our consolidated financial statements relate to labor hour estimates, total cost, and establishment of operational milestones which are used to recognize revenue over time, accounting for contingencies, under which we accrue a loss when it is probable that a liability has been incurred and the amount can be reasonably estimated, and accounting for business combinations and intangible assets.

As discussed above under the heading "Critical Accounting Policies", we recognize a majority of our revenue using an over-time recognition method. The key estimate for the over-time recognition model is total labor, total cost and operational milestones to be incurred on each contract and to the extent that these estimates change, it may significantly impact revenue recognized in each period.

Contingencies, by their nature, relate to uncertainties that require us to exercise judgment both in assessing the likelihood that a liability has been incurred as well as in estimating the amount of potential loss. For more information on these matters, see the notes to consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K.

As discussed above under the heading "Critical Accounting Policies", we allocate the purchase price of an acquired company, including when applicable, the acquisition date fair value of contingent consideration, between tangible and intangible assets acquired and liabilities assumed from the acquired business based on their estimated fair values, with the residual of the purchase price recorded as goodwill. Third party appraisal firms and other consultants are engaged to assist management in determining the fair values of certain assets acquired and liabilities assumed. Estimating fair values requires significant judgments, estimates and assumptions, including but not limited to discount rates, future cash flows and the economic lives of trade names, technology, customer relationships, and property, plant and equipment. These estimates are based on historical experience and information obtained from the management of the acquired company and are inherently uncertain.

During fiscal ~~2024~~2026, we completed the ~~acquisition~~acquisitions of P3Xdot and FlackTek for an aggregate preliminary purchase price of $1137,~~238~~922, subject to certain potential adjustments, including customary working capital adjustments. We identified and assigned value to identifiable intangible assets of customer relationships, technology and technical know-how and trade name, and estimated the useful lives over which these intangible assets would be amortized. The estimates of fair values of these identifiable intangible assets were based upon the Multi Period Excess Earnings method, which incorporates assumptions regarding retention rate, new customer growth and customer related costs, as well as a Relief from Royalty method, which develops a market based royalty rate used to reflect the after tax royalty savings attributable to owning the intangible asset. The fair value estimates resulted in identifiable intangible assets, in the aggregate, of $724,~~200~~050. The resulting goodwill, in the aggregate, from ~~this~~these ~~acquisition~~acquisitions was $112,~~997~~558. For more information on these matters, see the notes to consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K.

As part of our ongoing financial reporting process, a collaborative effort is undertaken involving our managers with functional responsibilities for financial, credit, tax, engineering, manufacturing and benefit matters, and outside advisors such as lawyers, and consultants. We believe that the results of this effort provide management with the necessary information on which to base their judgments and to develop the estimates and assumptions used to prepare the financial statements.

We believe that the amounts recorded in the consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K related to revenue, contingencies, business combinations and intangible assets, and other matters requiring the use of estimates and judgments are reasonable, although actual outcomes could differ materially from our estimates.

New Accounting Pronouncements

In the normal course of business, management evaluates all new Accounting Standards Updates (“ASU”) and other accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”), SEC, or other authoritative accounting bodies to determine the potential impact they may have on the Company’s Consolidated Financial Statements. Other than those discussed in the Consolidated Financial Statements, management does not expect any of the recently issued accounting pronouncements, which have not already been adopted, to have a material impact on the Company’s Consolidated Financial Statements. For discussion of the newly issued accounting pronouncements see ''Accounting and reporting changes'' in Note 1 to the Consolidated Financial Statements included in Item 8 of Part II of this Annual Report on Form 10-K for additional information.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

The principal market risks (i.e., the risk of loss arising from market changes) to which we are exposed are foreign currency exchange rates, price risk, and interest rate risk.

The assumptions applied in preparing the following qualitative and quantitative disclosures regarding foreign currency exchange rate, price risk and interest rate risk are based upon volatility ranges experienced by us in relevant historical periods, our current knowledge of the marketplace, and our judgment of the probability of future volatility based upon the historical trends and economic conditions of the markets in which we operate.

Foreign Currency

International consolidated sales for fiscal ~~2025~~2026 were 1915% of total sales. Operating in markets throughout the world exposes us to movements in currency exchange rates. Currency movements can affect sales in several ways, the foremost being our ability to compete for orders against foreign competitors that base their prices on relatively weaker currencies. Business lost due to competition for orders against competitors using a relatively weaker currency cannot be quantified. In addition, cash can be adversely impacted by the conversion of sales made by us in a foreign currency to U.S. dollars. In fiscal ~~2025~~2026, substantially all sales by us and our wholly owned subsidiaries, for which we were paid, were denominated in the local currency of the respective subsidiary (U.S. dollars, Chinese RMB, or India INR). For fiscal ~~2025~~2026, foreign currency exchange rate fluctuations ~~reduced~~increased our cash balances by $30179 primarily due to the strengthening of the U.S. dollar relative to the ~~Chinese~~India ~~RMB~~INR, ~~and~~offset ~~India~~partially ~~INR~~by weakening of the U.S. dollar relative to the Chinese RMB.

We have limited exposure to foreign currency purchases. In fiscal ~~2025~~2026, our purchases in foreign currencies represented approximately 53% of the cost of products sold. At certain times, we may enter into forward foreign currency exchange agreements to hedge our exposure against potential unfavorable changes in foreign currency values on significant sales and purchase contracts negotiated in foreign currencies. Forward foreign currency exchange contracts were not used in fiscal ~~2025~~2026 and as of March 31, ~~2025~~2026, we held no forward foreign currency contracts.

Price Risk

Operating in a global market place requires us to compete with other global manufacturers which, in some instances, benefit from lower production costs and more favorable economic conditions, such as lower tariffs. Although we believe that our customers differentiate our products on the basis of our manufacturing quality, engineering experience, and customer service, among other things, such lower production costs and more favorable economic conditions mean that our competitors are able to offer products similar to ours at lower prices. In extreme market downturns, we typically see depressed price levels. Additionally, we have faced, and may continue to face, significant cost inflation, specifically in labor costs, raw materials, tariffs, and other supply chain costs due to increased demand for raw materials and resources caused by the broad disruption of the global supply chain. International conflicts or other geopolitical events, including the on-going Russia and Ukraine war, the Israel-Hamas ~~conflict~~and Iran conflicts, the changes in Venezuela, and recent trade-related actions, may further contribute to increased supply chain costs due to shortages in raw materials, increased costs for transportation and energy, disruptions in supply chains, increased tariffs, and heightened inflation. Further escalation of tariffs or geopolitical tensions may also lead to changes to foreign exchange rates and financial markets, any of which may adversely affect our business and supply chain, and consequently our results of operations. WeThe ~~estimate that the~~ impact of increased tariffs over the prior year ~~will~~was be approximately $21,000 ~~to $5,000~~ in fiscal 2026.

Interest Rate Risk

In order to fund our strategic growth objectives, including acquisitions, we borrow funds under our revolving credit facility through Wells Fargo that bears interest at a variable rate. As part of our risk management activities, we evaluate the use of interest rate derivatives to add stability to interest expense and to manage our exposure to interest rate movements. As of March 31, ~~2025~~2026, we had no$13,000 of variable rate debt outstanding on our revolving credit facility and no interest rate derivatives outstanding. See "Debt" in Note 9 to the Consolidated Financial Statements included in Item 8 of Part II of this Annual Report on Form 10-K for more information on our debt arrangement.

3738

Item 8. Financial Statements and Supplementary Data

INDEX TO FINANCIAL STATEMENTS

Consolidated Financial Statements:	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 00034)	3940
Consolidated Statements of Operations for the years ended March 31, 2025, 2024 and 2023	41
Consolidated Statements of Operations for the years ended March 31, 2026, 2025 and 2024	43
Consolidated Statements of Comprehensive Income (Loss) for the years ended March 31, 2025, 2024 and 2023	42
Consolidated Statements of Comprehensive Income for the years ended March 31, 2026, 2025 and 2024	44
Consolidated Balance Sheets as of March 31, 2025 and 2024	43
Consolidated Balance Sheets as of March 31, 2026 and 2025	45
Consolidated Statements of Cash Flows for the years ended March 31, 2025, 2024 and 2023	44
Consolidated Statements of Cash Flows for the years ended March 31, 2026, 2025 and 2024	46
Consolidated Statements of Changes in Stockholders' Equity for the years ended March 31, 2025, 2024 and 2023	45
Consolidated Statements of Changes in Stockholders' Equity for the years ended March 31, 2026, 2025 and 2024	47
Notes to Consolidated Financial Statements	4648

3839

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of Graham Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Graham Corporation and subsidiaries (the "Company") as of March 31, ~~2025~~2026 and ~~2024~~2025, the related consolidated statements of operations, comprehensive income ~~(loss)~~, changes in stockholders' equity, and cash flows, for each of the three years in the period ended March 31, ~~2025~~2026, and the related notes and the financial statement schedule entitled "Schedule II - Valuation and Qualifying Accounts" listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, ~~2025~~2026 and ~~2024~~2025, and the results of its operations and its cash flows for each of the three years in the period ended March 31, ~~2025~~2026, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of March 31, ~~2025~~2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated June 98, ~~2025~~2026, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit ~~Matter~~Matters

The critical audit ~~matter~~matters communicated below isare amatters ~~matter~~ arising from the current-period audit of the financial statements that ~~was~~were communicated or required to be communicated to the audit committee and that (1) ~~relates~~relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit ~~matter~~matters below, providing a separate ~~opinion~~opinions on the critical audit ~~matter~~matters or on the accounts or disclosures to which itthey ~~relates~~relate.

Revenue Recognition -- Over time ~~Revenue~~ -- Input Method - Refer to Notes 1 and 3 to the financial statements

Critical Audit Matter Description

We identified a portion of revenue associated with select in-process contracts as of March 31, ~~2025~~2026, recognized over time utilizing an input method and that exhibit characteristics of audit interest, as a critical audit matter because of the judgments necessary for management to estimate total direct labor hours or total costs, at completion for such select contracts. An extensive audit effort and a

3940

high degree of auditor judgment was required when performing audit procedures to audit management’s estimates of total direct labor hours or total costs at completion used to recognize revenue over time and evaluating the results of those procedures.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to management’s estimate of total direct labor hours or total costs, at completion, for in-process contracts recognized over time included the following, among others:

•

We tested the effectiveness of controls over management’s estimate of total direct labor hours or total costs, at completion for in-process contracts recognized over time.

•

We performed a risk assessment over the contract population which included analyzing the population using various characteristics of audit interest.

•

We tested the mathematical accuracy of management’s calculation of revenue recognized over time for a selection of contracts.

▪

For a selection of in-process contracts with customers that were recognized over time utilizing an input method, we performed the following procedures, among others:

- We evaluated whether the contracts were properly included in management’s calculation of revenue recognized over time based on the terms and conditions of each contract.

- We evaluated the reasonableness and consistency of the methodology used by management to estimate total direct labor hours or total costs at completion for each contract and tested the mathematical accuracy of such estimate.

- We evaluated the direct labor hours or total costs estimate by obtaining original estimates and any change orders, testing direct labor hours or total costs completed to date, evaluating whether the costs were properly included in the ~~list of~~ labor hours or total costs to date subject to allocation to contracts, and comparing the accuracy of actual labor hours or costs to what was estimated.

- We tested the completeness of the direct labor hours or total costs by observing the work sites and inspecting the progress to completion as of fiscal year end, and performing corroborating inquiries with the Company's project managers and engineers regarding the estimates of total direct labor hours or total costs at completion.

•

We evaluated management’s ability to estimate total direct labor hours or total costs at completion accurately by comparing actual direct labor hours or costs incurred to management’s historical estimates for a selection of similar contracts that were completed during the year ended March 31, ~~2025~~2026.

Acquisition Accounting -- Refer to Notes 1 and 2 to the financial statements

Critical Audit Matter Description

On January 23, 2026, the Company completed its acquisition of FlackTek Manufacturing, LLC and FlackTek Sales, LLC (collectively, "FlackTek"). This transaction was accounted for as a business combination which requires that the purchase price be allocated to the assets acquired and liabilities assumed based on their respective estimated fair values as of the acquisition date. The fair values of acquisition-related intangible assets includes customer relationships of $3.4 million, developed technology of $13.3 million, and trade name of $6.7 million. The valuation of the customer relationships and developed technology intangible assets were determined using the multi period excess earnings method, a form of the income approach. The valuation of the trade name intangible asset was determined using the relief from royalty method, which is also a form of the income approach. The fair value determination of the customer relationships, developed technology and trade name intangible assets required management to make various estimates and assumptions related to the selection of the discount rate to be used.

Given the fair value determination of the customer relationships, developed technology and trade name intangible assets requires management to make various estimates and assumptions related to the selection of the discount rate, performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions within the selection of the discount rate to be used required a high degree of auditor judgment and increased extent of effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the selection of the discount rate used by management to determine the fair value of the customer relationships, developed technology and trade name intangible assets included the following, among others:

▪

We tested the effectiveness of controls over the valuation of the customer relationships, developed technology and trade name intangible assets, including management's controls over selection of the discount rate.

▪

With the assistance of fair value specialists, we evaluated the reasonableness of the (1) valuation methodology and (2) discount rate by:

Testing the source information underlying the determination of the discount rate and the mathematical accuracy of the calculation.

Developing a range of independent estimates and comparing those to the discount rate selected by management.

/s/Deloitte & Touche LLP

Rochester, New York

June 98, ~~2025~~2026

We have served as the Company's auditor since 1993.

4042

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollar amounts in thousands, except per share data)

	Years Ended March 31,
	2025			2024			2023
	2026			2025			2024
Net sales	$	~~209~~245,~~896~~293		$	~~185~~209,~~533~~896		$	~~157~~185,~~118~~533
Cost of products sold		~~157~~187,~~035~~543			~~144~~157,~~948~~035			~~131~~144,~~710~~948
Gross profit		5257,~~861~~750			4052,~~585~~861			2540,~~408~~585
Operating expenses and income:
Selling, general and administrative		3741,~~143~~562			3237,~~217~~143			2332,~~063~~217
Selling, general and administrative - amortization		1,~~745~~792			1,~~366~~745			1,~~095~~366
Other operating (income) expense, net		(~~1,215~~621	)		80(1,215	)		—80
Operating income		15,~~188~~017			615,~~922~~188			16,~~250~~922
Other expenses and income:
Loss on extinguishment of debt		—			~~726~~—			—726
Other expense (income), net		364			374			(250	)
Other expense, net		514			364			374
Interest (income) expense, net		(~~583~~257	)		~~248~~(583	)		~~939~~248
Total other (income) expenses		(219	)		1,348			689
Total other expenses (income)		257			(219	)		1,348
Income before provision for income taxes		1514,~~407~~760			515,~~574~~407			~~561~~5,574
Provision for income taxes		32,~~177~~260			13,~~018~~177			~~194~~1,018
Net Income	$	12,~~230~~500		$	412,~~556~~230		$	~~367~~4,556
Per share data:
Basic:
Net income	$	1.1214		$	01.4212		$	0.0342
Diluted:
Net income	$	1.1112		$	01.4211		$	0.0342
Average common shares outstanding:
Basic		10,~~884~~988			10,~~743~~884			10,~~614~~743
Diluted		11,~~066~~138			1011,~~844~~066			10,~~654~~844

See Notes to Consolidated Financial Statements.

4143

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ~~(LOSS)~~

(Dollar amounts in thousands)

	Years Ended March 31,
	2025			2024			2023
	2026			2025			2024
Net income	$	12,~~230~~500		$	412,~~556~~230		$	~~367~~4,556
Other comprehensive income (loss):
Other comprehensive income:
Foreign currency translation adjustment		~~(79~~51	)		(~~244~~79	)		(~~492~~244	)
Defined benefit pension and other postretirement plans, net of income tax provision (benefit) of $29, $194, and $(149), for the years ended March 31, 2025, 2024 and 2023, respectively		105			694			(500	)
Defined benefit pension and other postretirement plans, net of income tax provision of $308, $29, and $194, for the years ended March 31, 2026, 2025 and 2024, respectively		1,087			105			694
Total other comprehensive income (loss)		26			450			(992	)
Total other comprehensive income		1,138			26			450
Total comprehensive income (loss)	$	12,256		$	5,006		$	(625	)
Total comprehensive income	$	13,638		$	12,256		$	5,006

See Notes to Consolidated Financial Statements.

4244

CONSOLIDATED BALANCE SHEETS

(Dollar amounts in thousands, except per share data)

	March 31,
	2025			2024
	2026			2025
Assets
Current assets:
Cash and cash equivalents	$	216,~~577~~580		$	1621,~~939~~577
Trade accounts receivable, net of allowances ($630 and $79 at March 31, 2025 and 2024, respectively)		35,507			44,400
Trade accounts receivable, net of allowances ($195 and $630 at March 31, 2026 and 2025, respectively)		33,809			35,507
Unbilled revenue		3859,~~494~~868			2838,~~015~~494
Inventories		4050,~~025~~758			3340,~~410~~025
Prepaid expenses and other current assets		4,~~249~~255			34,~~561~~249
Income taxes receivable		1,~~520~~184			—1,520
Total current assets		~~141~~156,~~372~~454			~~126~~141,~~325~~372
Property, plant and equipment, net		5060,~~649~~330			3250,~~080~~649
Prepaid pension asset		56,~~950~~633			65,~~396~~950
Operating lease assets		6,~~386~~740			76,~~306~~386
Goodwill		2538,~~520~~078			25,520
Customer relationships, net		1315,~~159~~372			1413,~~299~~159
Technology and technical know-how, net		1023,~~310~~232			1110,~~065~~310
Other intangible assets, net		613,~~858~~458			76,~~181~~858
Deferred income tax asset		~~1,502~~131			21,~~983~~502
Other assets		23,~~404~~188			~~724~~2,404
Total assets	$	~~264~~323,~~110~~616		$	~~233~~264,~~879~~110
Liabilities and stockholders’ equity
Current liabilities:
Current portion of finance lease obligations	$	2123		$	2021
Accounts payable		2725,~~309~~740			2027,~~788~~309
Accrued compensation		1921,~~161~~547			1619,~~800~~161
Accrued expenses and other current liabilities		4,~~322~~728			64,~~666~~322
Customer deposits		84102,~~062~~421			7184,~~987~~062
Operating lease liabilities		1,~~275~~806			1,~~237~~275
Income taxes payable		—5			~~715~~—
Total current liabilities		~~136~~156,~~150~~270			~~118~~136,~~213~~150
Finance lease obligations		44			65
Long-term debt		13,000			—
Operating lease liabilities		5,514			6,449
Finance lease obligations		21			44
Accrued pension and postretirement benefit liabilities		1,192			1,254
Operating lease liabilities		5,343			5,514
Other long-term liabilities		1,633			2,332
Deferred income tax liability		897			24
Total liabilities		144,533			128,313
Accrued pension and postretirement benefit liabilities		1,145			1,192
Other long-term liabilities		6,625			1,609
Total liabilities		183,301			144,533
Commitments and contingencies (Notes 8 and 17)
Stockholders’ equity:
Preferred stock, $1.00 par value, 500 shares authorized
Common stock, $0.10 par value, 25,500 shares authorized; 11,077 and 10,993 shares issued and 10,903 and 10,850 shares outstanding at March 31, 2025 and 2024, respectively		1,107			1,099
Common stock, $0.10 par value, 25,500 shares authorized; 11,247 and 11,077 shares issued and 11,073 and 10,903 shares outstanding at March 31, 2026 and 2025, respectively		1,124			1,107
Capital in excess of par value		3441,~~616~~699			3234,~~015~~616
Retained earnings		94106,~~229~~729			8194,~~999~~229
Accumulated other comprehensive loss		(65,~~987~~849	)		(76,~~013~~987	)
Treasury stock (174 and 143 shares at March 31, 2025 and 2024, respectively)		(3,388	)		(2,534	)
Treasury stock (174 at March 31, 2026 and 2025, respectively)		(3,388	)		(3,388	)
Total stockholders’ equity		~~119~~140,~~577~~315			~~105~~119,~~566~~577
Total liabilities and stockholders’ equity	$	~~264~~323,~~110~~616		$	~~233~~264,~~879~~110

See Notes to Consolidated Financial Statements.

4345

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollar amounts in thousands)

	Years Ended March 31,
	2025			2024			2023
	2026			2025			2024
Operating activities:
Net income	$	12,~~230~~500		$	412,~~556~~230		$	~~367~~4,556
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		35,~~718~~337			3,~~275~~718			3,~~511~~275
Amortization		2,~~218~~506			2,~~157~~218			2,~~476~~157
Virgin Orbit and other bad debt reserves		829			95			3,050
Adjustments for credit losses		(256	)		829			95
Amortization of unrecognized prior service cost and actuarial losses		~~781~~840			~~843~~781			~~672~~843
Amortization of debt issuance costs		—			~~131~~—			~~212~~131
Equity-based compensation expense		12,~~957~~131			1,~~279~~957			~~806~~1,279
Gain on disposal or sale of property, plant and equipment		—(52	)		(5—	)		—(5	)
Change in fair value of contingent consideration		(~~1,215~~568	)		80(1,215	)		—80
Loss on extinguishment of debt		—			~~726~~—			—726
Deferred income taxes		1,~~471~~928			~~(472~~1,471	)		(~~120~~472	)
(Increase) decrease in operating assets:
(Increase) decrease in operating assets, net of acquisitions:
Accounts receivable		75,~~999~~930			~~(20~~7,~~724~~999	)		1(20,~~520~~724	)
Unbilled revenue		(1021,~~595~~387	)		11(10,~~855~~595	)		~~(14~~11,~~228~~855	)
Inventories		(6,~~627~~785	)		(6,~~220~~627	)		(96,~~919~~220	)
Income taxes receivable		~~(2,235~~326	)		~~998~~(2,235	)		~~139~~998
Prepaid expenses and other current and non-current assets		(~~2,190~~121	)		(2,~~199~~190	)		(972,199	)
Operating lease assets		1,~~294~~435			1,~~212~~294			1,~~206~~212
Prepaid pension asset		(~~234~~115	)		(~~287~~234	)		(~~651~~287	)
Increase (decrease) in operating liabilities:
Accounts payable		~~3,491~~(794	)		~~401~~3,491			~~3,467~~401
Accrued compensation, accrued expenses and other current and non-current liabilities		~~639~~(1,849	)		~~6,011~~639			26,~~654~~011
Customer deposits		1216,~~090~~418			2512,~~572~~090			2025,~~526~~572
Operating lease liabilities		(1,~~272~~428	)		(1,~~119~~272	)		(1,~~049~~119	)
Long-term portion of accrued compensation, accrued pension liability and accrued postretirement benefits		(3363	)		(4533	)		(~~628~~45	)
Net cash provided by operating activities		2415,~~316~~933			2824,~~120~~316			1328,~~914~~120
Investing activities:
Purchase of property, plant and equipment		(1816,~~957~~054	)		(918,~~226~~957	)		(39,~~749~~226	)
Proceeds from disposal of property, plant and equipment		—274			44—			—44
Acquisition of P3 Technologies, LLC		(170	)		(6,812	)		—
Acquisitions, net of cash acquired		(27,285	)		(170	)		(6,812	)
Net cash used by investing activities		(1943,~~127~~065	)		(1519,~~994~~127	)		(315,~~749~~994	)
Financing activities:
Principal repayments on debt		—			(25,500	)		(11,000	)
Borrowings of debt obligations		33,000			—			13,000
Proceeds from the issuance of debt		—			13,000			5,000
Principal repayments on debt		(20,000	)		—			(25,500	)
Repayments on finance lease obligations		(~~320~~335	)		(~~316~~320	)		(~~298~~316	)
Payment of debt exit costs		—			~~(752~~—	)		—(752	)
Payment of debt issuance costs		—			~~(241~~—	)		(~~122~~241	)
Issuance of common stock		~~653~~832			~~476~~653			—476
Purchase of treasury stock		(854	)		(58	)		(21	)
Tax withholdings related to net share settlements of restricted stock units and awards		(1,541	)		(854	)		(58	)
Net cash used by financing activities		(521	)		(13,391	)		(6,441	)
Net cash provided (used) by financing activities		11,956			(521	)		(13,391	)
Effect of exchange rate changes on cash		~~(30~~179	)		(5330	)		(~~208~~53	)
Net increase (decrease) in cash and cash equivalents		4,638			(1,318	)		3,516
Net (decrease) increase in cash and cash equivalents		(14,997	)		4,638			(1,318	)
Cash and cash equivalents at beginning of year		1621,~~939~~577			1816,~~257~~939			1418,~~741~~257
Cash and cash equivalents at end of year	$	216,~~577~~580		$	1621,~~939~~577		$	1816,~~257~~939

See Notes to Consolidated Financial Statements.

4446

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

Years Ended March 31, ~~2025~~2026, ~~2024~~2025 and ~~2023~~2024

(Dollar and share amounts in thousands)

	Common Stock						Capital in					AccumulatedOther						Total
				Par			Excess of			Retained		Comprehensive			Treasury			Stockholders'
	Shares			Value			Par Value			Earnings		Loss			Stock			Equity
Balance at March 31, 2022		10,801		$	1,080		$	27,770		$	77,076	$	(6,471	)	$	(2,961	)	$	96,494
Balance at March 31, 2023		10,774		$	1,075		$	28,061		$	77,443	$	(7,463	)	$	(2,183	)	$	96,933
Comprehensive income (loss)											367		(992	)					(625	)
Issuance of shares		17			—			—											—
Forfeiture of shares		(44	)		(5	)		5											—
Recognition of equity-based compensation expense								806											806
Purchase of treasury stock																(21	)		(21	)
Issuance of treasury stock								(520	)							799			279
Balance at March 31, 2023		10,774			1,075			28,061			77,443		(7,463	)		(2,183	)		96,933
Comprehensive income											4,556		450						5,006
Issuance of shares		229			25			2,674								(293	)		2,406
Forfeiture of shares		(10	)		(1	)		1											—
Recognition of equity-based compensation expense								1,279											1,279
Purchase of treasury stock																(58	)		(58	)
Balance at March 31, 2024		10,993			1,099			32,015			81,999		(7,013	)		(2,534	)		105,566
Comprehensive income											12,230		26						12,256
Issuance of shares		84			8			644								(854	)		(202	)
Recognition of equity-based compensation expense								1,957											1,957
Balance at March 31, 2025		11,077		$	1,107		$	34,616		$	94,229	$	(6,987	)	$	(3,388	)	$	119,577
Comprehensive income											12,500		1,138						13,638
Issuance of shares		170			17			4,952											4,969
Recognition of equity-based compensation expense								2,131											2,131
Balance at March 31, 2026		11,247		$	1,124		$	41,699		$	106,729	$	(5,849	)	$	(3,388	)	$	140,315

See Notes to Consolidated Financial Statements.

4547

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended March 31, ~~2025~~2026, ~~2024~~2025 and ~~2023~~2024

(Amounts in thousands, except per share data)

Note 1 - The Company and Its Accounting Policies:

Graham Corporation, and its operating subsidiaries, (together, the "Company"), is a global leader in the design and manufacture of mission critical fluid, power, heat transfer, vacuum and ~~vacuum~~advanced mixing technologies for the Defense, Energy & Process, and Space industries. The Company acquired P3 Technologies, LLC ("P3") inon November 9, 2023., ~~The~~Xdot ~~accompanying~~Bearing ~~Consolidated~~Technologies ~~Financial~~("Xdot") ~~Statements~~on ~~include~~October P320, at2025, ~~March~~and 31FlackTek Manufacturing, ~~2025~~LLC and atFlackTek ~~March~~Sales, 31LLC (collectively, ~~2024~~"FlackTek") ~~and~~on ~~for~~January ~~the~~23, ~~period~~2026. ofThe ~~November~~accompanying 9,Consolidated ~~2023~~Financial ~~through~~Statements ~~March~~include ~~31,~~each ~~2025~~acquisition from the date of purchase. The Company's significant accounting policies are set forth below.

The Company's fiscal years ended March 31, ~~2025~~2026, ~~2024~~2025 and ~~2023~~2024 are referred to as "fiscal ~~2025~~2026," "fiscal ~~2024~~2025" and "fiscal ~~2023~~2024," respectively.

Principles of consolidation and use of estimates in the preparation of consolidated financial statements

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries Barber-Nichols, LLC ("BN"), located in Arvada, CO, P3, located in Jupiter, FL, FlackTek Manufacturing, LLC, located in Louisville, CO, FlackTek Sales, LLC, located in Greenville, SC, Graham Vacuum and Heat Transfer Technology (Suzhou) Co., Ltd., located in China, and Graham India Private Limited ("GIPL"), located in India. All intercompany balances, transactions and profits are eliminated in consolidation.

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S. ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the related revenues and expenses during the reporting period. Actual amounts could differ from those estimated.

Translation of foreign currencies

Assets and liabilities of the Company's foreign subsidiaries are translated into U.S. dollars at currency exchange rates in effect at year end and revenues and expenses are translated at average exchange rates in effect for the year. Gains and losses resulting from foreign currency transactions are included in results of operations. The Company's sales and purchases in foreign currencies are not material to the overall consolidated financial statements. Therefore, foreign currency transaction gains and losses have not historically impacted the Company's financial results materially. Gains and losses resulting from translation of the foreign subsidiaries balance sheets are included in a separate component of stockholders' equity. Translation adjustments are not adjusted for income taxes since they relate to an investment, which is permanent in nature.

Revenue recognition

The Company accounts for revenue in accordance with Accounting Standard Codification 606, "Revenue from Contracts with Customers" ("ASC 606").

The Company recognizes revenue on all contracts when control of the product is transferred to the customer. Control is generally transferred when products are shipped, title is transferred, significant risks of ownership have transferred, the Company has rights to payment, and rewards of ownership pass to the customer. Customer acceptance may also be a factor in determining whether control of the product has transferred. Although revenue on the majority of the Company’s contracts, as measured by number of contracts, is recognized upon shipment to the customer, revenue on larger contracts, which are fewer in number but generally represent the majority of revenue, is recognized over time as these contracts meet specific criteria in ASC 606.

Unbilled revenue (contract assets) in the Consolidated Balance Sheets represents revenue recognized that has not been billed to customers on contracts in which revenue is recognized over time. All progress payments exceeding unbilled revenue are presented as customer deposits (contract liabilities) in the Consolidated Balance Sheets.

Cash and cash equivalents

Cash and cash equivalents consist of cash and highly liquid, short-term investments with maturities at the time of purchase of three months or less.

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Trade Accounts receivable, net of allowances

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The provision for credit losses is the Company's best estimate of the amount of probable credit losses in the Company's existing accounts receivable; however, changes in circumstances relating to accounts receivable may result in a requirement for additional provisions in the future.

Shipping and handling fees and costs

Shipping and handling fees billed to the customer are recorded in Net sales and the related costs incurred for shipping and handling are included in Cost of products sold.

Inventories

Inventories are stated at the lower of cost or net realizable value, using the average cost method.

Property, plant, equipment and depreciation

Property, plant and equipment are stated at cost net of accumulated depreciation. Major additions and improvements are capitalized, while maintenance and repairs are charged to expense as incurred. Depreciation is provided based upon the estimated useful lives, or lease term if shorter, under the straight-line method. Estimated useful lives range from approximately three to eight years for office equipment, eight to 25 years for manufacturing equipment, eight years for land improvements, 40 years for buildings and improvements, and leasehold improvements are depreciated over the shorter of the remaining lives of the improvements or the remaining term of the lease. Upon sale or retirement of assets, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations.

Business combinations

The Company records its business combinations under the acquisition method of accounting. Under the acquisition method of accounting, the Company allocates the purchase price of each acquisition to the tangible and identifiable intangible assets acquired and liabilities assumed based on their respective fair values at the date of acquisition. The fair value of identifiable intangible assets is based upon detailed valuations that use various assumptions made by management. Any excess of the purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. Direct acquisition-related costs are expensed as incurred.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of identifiable net tangible and intangible assets acquired in a business combination.

Goodwill is not amortized, but is reviewed for impairment at least annually or more frequently if impairment indicators arise. Goodwill is evaluated for impairment by first performing a qualitative assessment to determine whether a quantitative goodwill test is necessary. If it is determined, based on qualitative factors, that the fair value of the reporting unit may be more likely than not less than its carrying amount, or if significant adverse changes in the Company's future financial performance occur that could materially impact fair value, a quantitative goodwill impairment test would be required. Additionally, the Company can elect to forgo the qualitative assessment and perform the quantitative test. If the qualitative assessment indicates that the quantitative analysis should be performed, or if management elects to bypass a qualitative assessment, the Company then evaluates goodwill for impairment by comparing the fair value of the reporting unit to its carrying amount, including goodwill.

Intangible Assets

Acquired intangible assets other than goodwill consist of ~~backlog,~~ customer relationships, technology and technical know-how and tradenames. ~~Backlog~~Trade ~~and trade~~ names are included in the line item Other intangible assets, net in the Consolidated Balance Sheet. The Company amortizes a portion of its ~~Technology~~technology and technical know-how, tradenames, and ~~Customer~~customer relationships in Selling, general and administrative expense on a straight line basis over each of their estimated useful lives of eight to twenty years. ~~Backlog~~A ~~and a~~ portion of ~~Technology~~technology and technical know-how are amortized in Cost of products sold over the projected conversion period of ~~four~~nine to ten years which is based on management estimates at the time of purchase. All other intangibles have indefinite lives and are not amortized.

Impairment of long-lived assets

The Company assesses the impairment of definite-lived long-lived assets or asset groups when events or changes in circumstances indicate that the carrying value may not be recoverable. Factors that are considered in deciding when to perform an impairment review include: a significant decrease in the market price of the asset or asset group; a significant adverse change in the extent or manner in which a long-lived asset or asset group is being used or in its physical condition; an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction; a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset or asset group; or a current expectation that, more likely than not, a long-lived asset or asset group will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The term more likely than not refers to a level of likelihood that is more than 50%.

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sold or otherwise disposed of significantly before the end of its previously estimated useful life. The term more likely than not refers to a level of likelihood that is more than 50%.

Recoverability potential is measured by comparing the carrying amount of the asset or asset group to its related total future undiscounted cash flows. If the carrying value is not recoverable through related cash flows, the asset or asset group is considered to be impaired. Impairment is measured by comparing the asset or asset group's carrying amount to its fair value. When it is determined that useful lives of assets are shorter than originally estimated, and no impairment is present, the rate of depreciation is accelerated in order to fully depreciate the assets over their new shorter useful lives.

Goodwill and intangible assets with indefinite lives are tested annually for impairment. The Company assesses goodwill for impairment by comparing the fair value of its reporting units to their carrying amounts. If the fair value of a reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the implied fair value of the goodwill within the reporting unit is less than its carrying value. Fair values for reporting units are determined based on a weighted combination of the market approach and the income approach using discounted cash flows. Indefinite lived intangible assets are assessed for impairment by comparing the fair value of the asset to its carrying value.

Other Long-Term Assets

Other long-term assets include service based cloud computing software implementation costs of $12,~~991~~763 as of March 31, 2026. Upon implementation completion, these costs will be amortized over the expected term of the hosting arrangement on a straight line basis.

Product warranties

The Company estimates the costs that may be incurred under its product warranties and records a liability in the amount of such costs at the time revenue is recognized. The reserve for product warranties is based upon past claims experience and ongoing evaluations of any specific probable claims from customers. A reconciliation of the changes in the product warranty liability is presented in Note 7.

Research and development

Research and development costs are expensed as incurred. The Company incurred ~~estimated~~ research and development costs of $6,354, $4,039 ~~in fiscal 2025~~ and ~~research and development costs of~~ $3,944 ~~and~~in $4fiscal 2026,~~144~~ in fiscal ~~2024~~2025 and fiscal ~~2023~~2024, respectively. Research and development costs are included in the line ~~items~~item ~~Cost of products sold and~~ Selling, general and administrative in the Consolidated Statements of Operations.

Income taxes

The Company recognizes deferred income tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns. Deferred income tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using currently enacted tax rates. The Company evaluates the available evidence about future taxable income and other possible sources of realization of deferred income tax assets and records a valuation allowance to reduce deferred income tax assets to an amount that represents the Company's best estimate of the amount of such deferred income tax assets that more likely than not will be realized.

The Company accounts for uncertain tax positions using a "more likely than not" recognition threshold. The evaluation of uncertain tax positions is based on factors including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective resolution of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. These tax positions are evaluated on a quarterly basis. It is the Company's policy to recognize any interest related to uncertain tax positions in interest expense and any penalties related to uncertain tax positions in ~~selling~~Selling, general and administrative expense.

The Company files federal and state income tax returns in several U.S. and non-U.S. domestic and foreign jurisdictions. In most tax jurisdictions, returns are subject to examination by the relevant tax authorities for a number of years after the returns have been filed.

Equity-based compensation

The Company records compensation costs related to equity-based awards based on the estimated fair value of the award on the grant date. Compensation cost is recognized in the Company's Consolidated Statements of Operations over the applicable vesting period. For service and performance based restricted stock awards and restricted stock units, the fair market value of the award is determined based upon the closing value of the Company's stock price on the grant date. The fair market value of market-based performance restricted stock awards is determined using the Monte Carlo valuation model. The amount of equity-based compensation expense recognized during a period is based on the portion of the awards that ultimately vest.

Income per share data

Basic income per share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted income per share is calculated by dividing net income by the weighted average number of common shares outstanding and, when applicable, potential common shares outstanding during the period.

A reconciliation of the numerators and denominators of basic and diluted income per share is presented below:

	Years ended March 31,
	2025		2024		2023
	2026		2025		2024
Basic income per share:
Numerator:
Net income	$	12,~~230~~500	$	412,~~556~~230	$	~~367~~4,556
Denominator:
Weighted average common shares outstanding		10,~~884~~988		10,~~743~~884		10,~~614~~743
Basic income per share	$	1.1214	$	01.4212	$	0.0342
Diluted income per share:
Numerator:
Net income	$	12,~~230~~500	$	412,~~556~~230	$	~~367~~4,556
Denominator:
Weighted average common shares outstanding		10,~~884~~988		10,~~743~~884		10,~~614~~743
Restricted stock units outstanding		~~182~~150		~~101~~182		40101
Weighted average common and potential common shares outstanding		11,~~066~~138		1011,~~844~~066		10,~~654~~844
Diluted income per share	$	1.1112	$	01.4211	$	0.0342

Cash flow statement

Interest and income taxes paid as well as non-cash investing and financing activities are as follows:

	Year ended March 31,
	2025			2024		2023
	2026			2025		2024
Interest paid	$	~~298~~495		$	~~823~~298	$	~~1,026~~823
Income taxes paid		3,982			425		185
Income taxes paid, net of refunds		(36	)		3,982		425
Pension and other post retirement income (loss) adjustments, net of income tax		105			694		(500	)
Pension and other post retirement income adjustments, net of income tax		1,087			105		694
Issuance of treasury stock to the Employee Stock Purchase Plan (See Note 13)		—			—		279
Capital purchases recorded in accounts payable		1,037			3,951		620
Capital purchases recorded in accounts payable		3,951			620		483
Issuance of shares as consideration in business acquisitions		5,678			—		1,930
Issuance of treasury shares as part of the consideration of the acquisition		—			1,930		—

Accumulated other comprehensive income (loss)

Comprehensive income ~~(loss)~~ is comprised of net income and other comprehensive income or loss items, which are accumulated as a separate component of stockholders' equity. For the Company, other comprehensive income or loss items include foreign currency translation adjustments and pension and other postretirement benefit adjustments.

Fair value measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e. the "exit price") in an orderly transaction between market participants at the measurement date. The accounting standard for fair value establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as follows:

Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.

Level 2 – Valuations determined from quoted prices for similar assets or liabilities in active markets, quoted prices for identical instruments in markets that are not active or by model-based techniques in which all significant inputs are observable in the market.

Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

The availability of observable inputs can vary and is affected by a wide variety of factors, including, the type of asset/liability, whether the asset/liability is established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, assumptions are required to reflect those that market participants would use in pricing the asset or liability at the measurement date.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of sales and expenses during the reporting period. Actual results could differ materially from those estimates.

Accounting and reporting changes

In the normal course of business, management evaluates all new Accounting Standards Updates ("ASU") and other accounting pronouncements issued by the Financial Accounting Standards Board ("FASB"), Securities and Exchange Commission, or other authoritative accounting bodies to determine the potential impact they may have on the Company’s Consolidated Financial Statements. Other than those discussed below, management does not expect any of the recently issued accounting pronouncements, which have not already been adopted, to have a material impact on the Company’s Consolidated Financial Statements.

In ~~November~~December 2023, the FASB issued ASU 2023-0709, ~~Segment~~Income ~~Reporting~~Taxes (Topic ~~280~~740)-Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures. The ASU ~~enhances~~requires disclosure of ~~significant~~disaggregated ~~segment~~income ~~expenses~~taxes bypaid ~~requiring~~in ~~disclosure~~both ofU.S. ~~significant~~and ~~segment~~foreign ~~expenses~~jurisdictions, ~~regularly~~prescribes ~~provided~~standard tocategories for the ~~chief~~components ~~operating~~of ~~decision~~the ~~maker,~~effective ~~extend~~tax ~~certain~~rate ~~annual~~reconciliation ~~disclosures~~and tomodifies ~~interim~~other ~~periods,~~income ~~and~~tax-related ~~permits~~disclosures. For ~~more~~public ~~than~~business ~~one~~entities, ~~measure~~the ofASU ~~segment~~is ~~profit~~effective orfor ~~loss~~annual toperiods bebeginning ~~reported~~after ~~under~~December ~~certain~~15, ~~conditions~~2024. The ~~amendments~~Company ~~are~~adopted ~~effective for~~ the ~~Company~~guidance ineffective ~~years~~for ~~beginning~~fiscal ~~after~~year ~~December~~ended ~~15,~~March ~~2023~~31, ~~and~~2026 ~~interim~~on ~~periods~~a ~~within~~prospective ~~years beginning after December 15, 2024~~basis. The ~~Company~~adoption ~~adopted~~of ~~this~~the guidance ~~during~~did ~~the~~not ~~year~~have ~~ended~~a ~~March~~material ~~31,~~impact ~~2025,~~on ~~providing~~the ~~additional~~consolidated ~~disclosures~~financial ~~required~~statements. For additional information, refer to Note 1511, ~~Segment~~Income ~~Information~~Taxes.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740)-Improvements to Income Tax Disclosures. The ASU requires additional quantitative and qualitative income tax disclosures to allow readers of the consolidated financial statements to assess how the Company’s operations, related tax risks and tax planning affect its tax rate and prospects for future cash flows. For public business entities, the ASU is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact that the adoption of this ASU will have on its consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03 “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This ASU requires public business entities to disclose, for interim and annual reporting periods, additional information about certain income statement expense categories. The requirements are effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027. Entities are permitted to apply either the prospective or retrospective transition methods. The Company is currently evaluating the impact that the adoption of this ASU will have on its consolidated financial statements.

Note 2 - ~~Acquisition~~Acquisitions

50FlackTek On January 23, 2026, the Company acquired FlackTek, a provider of advanced mixing and material processing solutions. FlackTek's systems are sold to OEMs, research and development centers, defense laboratories, and industrial manufacturers serving adhesives, sealants, functional coatings, composites, electronics, and other advanced materials markets. FlackTek adds a product portfolio with a shared customer base and an installed footprint that extends across the full value chain, from upstream to downstream production and quality control. Its mixing systems are process-critical and market-agnostic, serving defense, energetics, oil & gas, food, battery, aerospace and space, medical, and other industrial applications where precision, repeatability, and consistency drive value.

This transaction was accounted for as a business combination which requires that assets acquired and liabilities assumed be recognized at their fair value as of the acquisition date. The purchase price of $37,022 was comprised of 76 shares of the Company's common stock, representing a value of $5,678 at a price of $74.89 per share, and cash consideration of $26,456, subject to certain potential adjustments, including a customary working capital adjustment. The cash consideration was funded through borrowings on the Company's line of credit. The purchase agreement included a contingent earn-out to earn up to an additional $25,000 in future performance-based cash earnouts over four years beginning with fiscal 2027, based upon achieving progressively increasing adjusted

EBITDA performance targets each year. At the acquisition date, a liability of $5,638 was recorded for the contingent earn-out.

The preliminary purchase price was allocated to the assets acquired and liabilities assumed based upon their estimated fair value at the date of acquisition and the amount exceeding the fair value of $11,844 was recorded as goodwill, which is deductible for tax purposes. Goodwill generated in the acquisition is related to FlackTek’s assembled workforce, synergies between the Company’s other operations and FlackTek that are expected to occur as a result of the combined engineering knowledge, the ability of each of the operations to leverage each other’s technology solutions, and the Company’s ability to utilize acquired management's knowledge in providing complementary product offerings to the Company’s customers. The following table summarizes the preliminary purchase price allocation of the assets acquired and liabilities assumed:


	January 23,
	2026
Assets acquired:
Cash and cash equivalents	$	66
Trade accounts receivable, net of allowances		3,985
Inventories		4,154
Prepaid expenses and other current assets		84
Property, plant & equipment, net		2,030
Operating lease assets		1,448
Goodwill		11,844
Customer relationships		3,400
Technology and technical know-how		13,300
Tradename		6,700
Other long term asset		31
Total assets acquired		47,042
Liabilities assumed:
Accounts payable		2,237
Accrued compensation		596
Accrued expenses and other current liabilities		3,988
Customer deposits		1,751
Operating lease liabilities		1,448
Total liabilities assumed		10,020
Purchase price	$	37,022

The fair value of acquisition-related intangible assets includes customer relationships, technology and technical know-how, and tradename. The tradename is an indefinite-lived intangible asset and is included in the line item Other intangible assets, net in the Consolidated Balance Sheets. The fair value of tradename was calculated using a Relief from Royalty method, which develops a market based royalty rate used to reflect the after tax royalty savings attributable to owning the intangible asset. The fair value of customer relationships and technology and technical know-how were calculated using an income approach, specifically the Multi Period Excess Earnings method, which incorporates assumptions regarding retention rate, new customer growth, obsolescence factors, and customer related costs.

Customer relationships are amortized in selling, general and administrative expense on a straight line basis over their estimated useful lives of twelve years. Technology and technical know-how is amortized in cost of products sold on a straight line basis over its estimated useful life of nine years.

The Consolidated Statement of Operations for the year ended March 31, 2026 includes net sales of FlackTek of $2,767 and net loss of ($916).

Xdot

On October 20, 2025, the Company completed its acquisition of Xdot, a specialized consulting, design, and engineering firm focused on foil bearing technology. Xdot has been integrated into the BN business. The purchase price of this transaction consisted of cash consideration of $900 at close, subject to certain potential adjustments including a customary working capital adjustment, and was funded with cash on hand. The purchase agreement included two potential cash contingent earnouts to be paid on the first and second anniversary of the transaction, dependent upon the achievement of certain qualitative milestones totaling $600. As of the acquisition date, a $507 contingent earn-out liability was recorded. The Company preliminarily recorded goodwill in the amount of $714, as well as an intangible asset for technology and technical know-how in the amount of $650, which will be amortized over its estimated useful life of ten years, and are deductible for tax purposes. The sales and results of Xdot were immaterial to fiscal 2026.

On November 9, 2023, the Company completed its acquisition of P3, a privately-owned custom turbomachinery engineering, product development, and manufacturing business located in Jupiter, FL that serves the Space, New Energy, Defense, and Medical industries. The Company believes this acquisition advances its growth strategy, further diversifies its market and product offerings, and broadens its turbomachinery solutions. P3 is managed through BN, is highly complementary to BN's technology, and enhances its turbomachinery solutions.

This transaction was accounted for as a business combination which requires that assets acquired and liabilities assumed be recognized at their fair value as of the acquisition date. The purchase price of $11,238 was comprised of 125 shares of the Company's common stock, representing a value of $1,930, and cash consideration of $7,268. The cash consideration was funded through borrowings on the Company's line of credit. The purchase agreement included a contingent earn-out dependent upon certain financial measures of P3 post-acquisition, in which the sellers are eligible to receive up to $3,000 in additional cash consideration. ~~A rollforward of the P3 contingent earn-out liability since the date of acquisition is as follows:~~

Balance at November 9, 2023	$	2,040
Change in fair value		80
Payments		—
Balance at March 31, 2024		2,120
Change in fair value		(1,215	)
Payments		—
Balance at March 31, 2025	$	905

The change in fair value of the contingent earn-out liability was included in Other operating (income) expense, net in the Consolidated Statements of Operations. Acquisition and integration costs of $45 and $352 were expensed in the years ended March 31, 2025 and 2024, respectively, and are included in Selling, general and administrative expenses in the Consolidated Statement of Operations.

The cost of the acquisition was allocated to the assets acquired and liabilities assumed based upon their estimated fair value at the date of acquisition and the amount exceeding the fair value of $1,997 was recorded as goodwill, which is deductible for tax purposes. Goodwill generated in the acquisition is related to P3’s assembled workforce, synergies between the Company’s other operations and P3 that are expected to occur as a result of the combined engineering knowledge, the ability of each of the operations to leverage each other’s technology solutions, and the Company’s ability to utilize acquired management knowledge in providing complementary product offerings to the Company’s customers. The following table summarizes the final purchase price allocation of the assets acquired and liabilities assumed:


	November 9,
	2023
Assets acquired:
Cash and cash equivalents	$	286
Trade accounts receivable, net of allowances		465
Unbilled revenue		302
Inventories		808
Prepaid expenses and other current assets		93
Property, plant & equipment, net		542
Operating lease assets		130
Goodwill		1,997
Customer relationships		4,400
Technology and technical know-how		2,500
Tradename		300
Total assets acquired		11,823
Liabilities assumed:
Accrued compensation		62
Customer deposits		389
Operating lease liabilities		134
Total liabilities assumed		585
Purchase price	$	11,238

The fair value of acquisition-related intangible assets includes customer relationships, technology and technical know-how, and tradename. The tradename is included in the line item Other intangible assets, net in the Consolidated Balance Sheets. The fair value of customer relationships was calculated using an income approach, specifically the Multi Period Excess Earnings method, which incorporates assumptions regarding retention rate, new customer growth and customer related costs. The fair value of tradename and technology and technical know-how were both calculated using a Relief from Royalty method, which develops a market based royalty rate used to reflect the after tax royalty savings attributable to owning the intangible asset.

Customer relationships and tradename are amortized in Selling, general and administrative expense on a straight line basis over their estimated useful lives of eight years and three years respectively. Technology and technical know-how is amortized in Cost of products sold on a straight line basis over its estimated useful life of ten years.

The Consolidated Statement of Operations for the year ended March 31, 2024 includes net sales of P3 of $2,206 and net income of $24. The following unaudited pro forma information presents the consolidated results of operations of the Company as if the P3 acquisition had occurred at the beginning of each of the fiscal periods presented:

	For the Years Ended
	March 31,
	2025		2024		2023
Net sales	$	209,896	$	189,089	$	160,376
Net income (loss)		12,230		5,949		(21	)
Earnings per share
Basic	$	1.12	$	0.55	$	—
Diluted	$	1.11	$	0.54	$	—

A rollforward of contingent earn-out liabilities is as follows:

The unaudited pro forma information presents the combined operating results of the Company and P3 with the results prior to the acquisition date adjusted to include the pro forma impact of the adjustment of depreciation of fixed assets based on the preliminary purchase price allocation, the adjustment to interest expense reflecting the cash paid in connection with the acquisition, including acquisition-related expenses, at the Company’s weighted average interest rate, amortization expense related to the fair value adjustments for intangible assets, non-recurring acquisition-related costs and the impact of income taxes on the pro forma adjustments utilizing the applicable statutory tax rate.54


Balance at November 9, 2023	$	2,040
Change in fair value		80
Payments		—
Balance at March 31, 2024		2,120
Change in fair value		(1,215	)
Payments		—
Balance at March 31, 2025		905
Change in fair value		(568	)
Additional acquisition earn out		6,145
Payments		—
Balance at March 31, 2026	$	6,482

The change in the fair value of the contingent earn-out liabilities is included in Other operating (income) expense, net in the Consolidated Statements of Operations.

Pro forma information

The following unaudited pro forma information presents the consolidated results of operations of the Company as if the FlackTek acquisition had occurred at the beginning of the year ended March 31, 2025:


	For the Years Ended
	March 31,
	2026		2025
Net sales	$	265,731	$	234,956
Net income		13,193		9,412
Earnings per share
Basic	$	1.19	$	0.86
Diluted	$	1.18	$	0.84

The unaudited pro forma information presents the combined operating results of the Company and FlackTek with the results prior to the acquisition date adjusted to include the pro forma impact of the adjustment to interest expense reflecting the cash paid in connection with the acquisition, including acquisition-related expenses, at the Company’s weighted average interest rate, amortization expense related to the fair value adjustments for intangible assets, non-recurring acquisition-related costs and the impact of income taxes on the pro forma adjustments utilizing the applicable statutory tax rate.

The unaudited pro forma results are presented for illustrative purposes only. These pro forma results do not purport to be indicative of the results that would have actually been obtained if the acquisition occurred as of the beginning of each of the periods presented, nor does the pro forma data intend to be a projection of results that may be obtained in the future.

Acquisition and integration costs of $1,873, $45, and $352, were expensed in fiscal 2026, 2025, and 2024, respectively, and are included in Selling, general and administrative expenses in the Consolidated Statements of Operations.

Note 3 – Revenue Recognition:

The following tables present the Company's net sales disaggregated by market and geographic area. The Company updated its end market disclosures to better align with how management evaluates the business and product portfolio. As part of this change, revenue previously classified as Refining, Chemical/Petrochemical, and Other, which included New Energy product sales, will now be consolidated into one market, which has been renamed “Energy & Process.” The Defense and Space end market classifications remain unchanged. Prior period amounts have been updated to reflect this change:

Year ended March 31,

Market

~~2025~~2026

~~2024~~2025

~~2023~~2024

Defense

~~121~~147,~~925~~445

99121,~~493~~925

6599,~~327~~493

Energy & Process

7383,~~287~~343

7273,~~758~~287

7072,~~611~~758

Space

14,~~684~~505

1314,~~282~~684

2113,~~180~~282

Net sales

~~209~~245,~~896~~293

~~185~~209,~~533~~896

~~157~~185,~~118~~533

5255

Year ended March 31,

Geographic Area

~~2025~~2026

~~2024~~2025

~~2023~~2024

Asia

1612,~~884~~630

1516,~~144~~884

1615,~~040~~144

Canada

711,~~586~~217

47,~~229~~586

4,~~464~~229

Middle East

7,~~088~~003

27,~~568~~088

2,~~914~~568

South America

1,~~165~~251

~~733~~1,165

~~3,021~~733

U.S.

~~169~~209,~~943~~628

~~155~~169,~~908~~943

~~127~~155,~~519~~908

All other

73,~~230~~564

67,~~951~~230

36,~~160~~951

Net sales

~~209~~245,~~896~~293

~~185~~209,~~533~~896

~~157~~185,~~118~~533

The final destination of products shipped is the basis used to determine net sales by geographic area. No sales were made to the terrorist sponsoring nations of Cuba, Iran, North Korea or Syria in the fiscal years presented above.

A performance obligation represents a promise in a contract to provide a distinct good or service to a customer. The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Transaction price reflects the amount of consideration to which the Company expects to be entitled in exchange for transferred products. A contract’s transaction price is allocated to each distinct performance obligation and revenue is recognized as the performance obligation is satisfied. In certain cases, the Company may separate a contract into more than one performance obligation, while in other cases, several products may be part of a fully integrated solution and are bundled into a single performance obligation. If a contract is separated into more than one performance obligation, the Company allocates the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods underlying each performance obligation. The Company has made an accounting policy election to exclude from the measurement of the contract price all taxes assessed by government authorities that are collected by the Company from its customers. The Company does not adjust the contract price for the effects of a financing component if the Company expects, at contract inception, that the period between when a product is transferred to a customer and when the customer pays for the product will be one year or less.

The Company recognizes revenue over time when contract performance results in the creation of a product for which the Company does not have an alternative use and the contract includes an enforceable right to payment in an amount that corresponds directly with the value of the performance completed. To measure progress towards completion on performance obligations for which revenue is recognized over time, the Company utilizes an input method based upon a ratio of direct labor hours incurred to date to management’s estimate of the total labor hours to be incurred on each contract, an input method based upon a ratio of total contract costs incurred to date to management's estimate of the total contract costs to be incurred or an output method based upon completion of operational milestones, depending upon the nature of the contract. The Company has established the systems and procedures essential to developing the estimates required to account for performance obligations over time. These procedures include monthly review by management of costs incurred, progress towards completion, identified risks and opportunities, sourcing determinations, changes in estimates of costs yet to be incurred, availability of materials, and execution by subcontractors. Sales and earnings are adjusted on a cumulative catch-up basis in current accounting periods based upon revisions in the contract value due to pricing changes and estimated costs at completion. Losses on contracts are recognized immediately when evident to management. Revenue on the majority of the Company’s contracts, as measured by number of contracts, is recognized upon shipment to the customer. Revenue on larger contracts, which are fewer in number but generally represent the majority of revenue, is recognized over time as these contracts meet specific criteria established in ASC 606. The following table presents the Company's revenue percentages disaggregated by revenue recognized over time or upon shipment:

	Year ended March 31,
	2025			2024			2023
	2026			2025			2024
Revenue recognized over time		8082	%		7780	%		7477	%
Revenue recognized at shipment		2018	%		2320	%		2623	%

The timing of revenue recognition, invoicing and cash collections affect trade accounts receivable, unbilled revenue (contract assets) and customer deposits (contract liabilities) on the Consolidated Balance Sheets. Unbilled revenue represents revenue on contracts that is recognized over time and exceeds the amount that has been billed to the customer. Unbilled revenue is separately presented in the Consolidated Balance Sheets. The Company may receive a progress payment from a customer, which is recorded as a customer deposit or have an unconditional right to receive a customer deposit prior to revenue being recognized. Because the performance obligations related to such customer deposits may not have been satisfied, a contract liability is recorded and an offsetting asset of equal amount is recorded as a trade accounts receivable until the deposit is collected. Customer deposits are separately presented in the Consolidated Balance Sheets. Customer deposits are not considered a significant financing component as they are generally received less than one year before the product is completed or used to procure specific material on a contract, as well as related overhead costs incurred during design and construction.

5356

Net contract assets (liabilities) consisted of the following:

	March 31, 2025			March 31, 2024			Change			Change due to revenue recognized			Change due to invoicing customers/additional deposits
	March 31, 2026			March 31, 2025			Change			Change due to amounts acquired			Change due to revenue recognized			Change due to invoicing customers/additional deposits
Unbilled revenue (contract assets)	$	3859,~~494~~868		$	2838,~~015~~494		$	1021,~~479~~374		$	~~93,955~~29		$	~~(83~~120,~~476~~829	)	$	(99,484	)
Customer deposits (contract liabilities)		(84102,~~062~~421	)		(7184,~~987~~062	)		(1218,~~075~~359	)		44(1,840	)		~~(56~~68,~~915~~923	)		(85,442	)
Net contract (liabilities) assets	$	(4542,~~568~~553	)	$	(4345,~~972~~568	)	$	(13,~~596~~015	)

Contract liabilities at March 31, ~~2025~~2026 and ~~2024~~2025 include $124,~~315~~560 and $2112,~~426~~315, respectively, of customer deposits for which the Company has an unconditional right to collect payment. Trade accounts receivable, as presented on the Consolidated Balance Sheets, includes corresponding balances at March 31, ~~2025~~2026 and ~~2024~~2025, respectively.

Receivables billed but not paid under retainage provisions in the Company’s customer contracts were $12,~~999~~419 and $1,~~875~~999 at March 31, ~~2025~~2026 and ~~2024~~2025, respectively.

The Company's remaining unsatisfied performance obligations represent a measure of the total dollar value of work to be performed on contracts awarded and in progress. The Company also refers to this measure as backlog. As of March 31, ~~2025~~2026, the Company had remaining unsatisfied performance obligations of $~~412~~532,~~335~~637. The Company expects to recognize revenue on approximately 4535% to 40% of the remaining performance obligations within one year, 2520% to 3025% in one to two years and the remaining beyond two years.

Note 4 – Inventories:

Major classifications of inventories are as follows:

	March 31,
	2025		2024
	2026		2025
Raw materials and supplies	$	59,~~859~~342	$	45,~~396~~859
Work in process		3239,~~579~~685		2732,~~065~~579
Finished products		1,~~587~~731		1,~~949~~587
	$	4050,~~025~~758	$	3340,~~410~~025

Note 5 – Property, Plant and Equipment:

Major classifications of property, plant and equipment are as follows:

	March 31,
	2025			2024
	2026			2025
Land and land improvements	$	3,~~071~~106		$	~~450~~3,071
Buildings and leasehold improvements		2436,~~792~~808			24,~~651~~792
Machinery and equipment		5167,~~529~~174			4551,~~391~~529
Construction in progress		207,~~078~~097			620,~~699~~078
		99,470			77,191
		114,185			99,470
Less – accumulated depreciation and amortization		(4853,~~821~~855	)		(4548,~~111~~821	)
	$	5060,~~649~~330		$	3250,~~080~~649

Depreciation expense in fiscal ~~2025~~2026, fiscal ~~2024~~2025 and fiscal ~~2023~~2024 was $35,~~718~~337, $3,~~275~~718, and $3,~~511~~275, respectively.

5457

Note 6 – Intangible Assets:

Intangible assets are comprised of the following:


	Weighted Average Amortization Period	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
At March 31, 2026
Intangibles subject to amortization:
Customer relationships	8 - 20 years	$	19,600	$	4,228	$	15,372
Technology and technical know-how	9 - 20 years		26,550		3,318		23,232
Tradename	3 years		300		242		58
		$	46,450	$	7,788	$	38,662

Intangibles not subject to amortization:
Goodwill	Indefinite	$	38,078	$	—	$	38,078
Tradename	Indefinite		13,400		—		13,400
		$	51,478	$	—	$	51,478


	Weighted Average Amortization Period	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
At March 31, 2025
Intangibles subject to amortization:
Customer relationships	8 - 20 years	$	16,200	$	3,041	$	13,159
Technology and technical know-how	10 - 20 years		12,600		2,290		10,310
Backlog	4 years		3,900		3,900		—
Tradename	3 years		300		142		158
		$	33,000	$	9,373	$	23,627

Intangibles not subject to amortization:
Goodwill	Indefinite	$	25,520	$	—	$	25,520
Tradename	Indefinite		6,700		—		6,700
		$	32,220	$	—	$	32,220

	Weighted Average Amortization Period	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
At March 31, 2024
Intangibles subject to amortization:
Customer relationships	8 - 20 years	$	16,200	$	1,901	$	14,299
Technology and technical know-how	10 - 20 years		12,600		1,535		11,065
Backlog	4 years		3,900		3,677		223
Tradename	3 years		300		42		258
		$	33,000	$	7,155	$	25,845
Intangibles not subject to amortization:
Goodwill	Indefinite	$	25,520	$	—	$	25,520
Tradename	Indefinite		6,700		—		6,700
		$	32,220	$	0	$	32,220

A portion of Technology and technical know-how, tradenames, and Customer relationships are amortized in Selling, general and administrative expense on a straight line basis over each of their estimated useful lives. Backlog and a portion of technology and technical know-how are amortized in Cost of products sold over the projected conversion period based on management estimates at time of purchase. Intangible asset amortization was $2,315, $2,218 and $2,157 for fiscal 2026, fiscal 2025 and fiscal 2024, respectively. Inventory step up amortization of $191 was expensed in fiscal 2026 for the FlackTek acquisition. The estimated annual amortization expense is as follows:

A portion of Technology and technical know-how, tradenames, and Customer relationships are amortized in Selling, general and administrative expense on a straight line basis over each of their estimated useful lives. Backlog and a portion of technology and technical know-how are amortized in Cost of products sold over the projected conversion period based on management estimates at time of purchase. Intangible asset amortization was $2,218, $2,157 and $2,476 for fiscal 2025, fiscal 2024 and fiscal 2023, respectively. The estimated annual amortization expense is as follows:


	Annual Amortization
2027	$	3,780
2028		3,721
2029		3,721
2030		3,721
2031		3,721
2032 and thereafter		19,998
Total intangible amortization	$	38,662

	Annual Amortization
2026	$	1,995
2027		1,953
2028		1,895
2029		1,895
2030		1,895
2031 and thereafter		13,994
Total intangible amortization	$	23,627

Note 7 – Product Warranty Liability:

A reconciliation of the changes in product warranty liability is as follows:

	Year ended March 31,
	2025			2024
	2026			2025
Balance at beginning of year	$	~~806~~786		$	~~578~~806
Expense for product warranties		326			410
Warranty accrual acquired		172			—
Product warranty claims paid		(346	)		(182	)
Expense for product warranties		165			326
Balance at end of year	$	786		$	806
Product warranty claims paid		(106	)		(346	)
Balance at end of year	$	1,017		$	786

The product warranty liability is included in the line item Accrued expenses and other current liabilities in the Consolidated Balance Sheets.

Note 8 - Leases:

The Company leases certain manufacturing facilities, office space, machinery and office equipment. An arrangement is considered to contain a lease if it conveys the right to use and control an identified asset for a period of time in exchange for consideration. If it is determined that an arrangement contains a lease, then a classification of a lease as operating or finance is determined by evaluating the five criteria outlined in the lease accounting guidance at inception. Leases generally have remaining terms of one year to five years, whereas leases with an initial term of twelve months or less are not recorded on the Consolidated Balance Sheets. The depreciable life of leased assets related to finance leases is limited by the expected term of the lease, unless there is a transfer of title or purchase option that the Company believes is reasonably certain of exercise. Certain leases include options to renew or terminate. Renewal options are exercisable per the discretion of the Company and vary based on the nature of each lease. The term of the lease includes renewal periods only if the Company is reasonably certain that it will exercise the renewal option. When determining if a renewal option is reasonably certain of being exercised, the Company considers several factors, including but not limited to, the cost of moving to another location, the cost of disrupting operations, whether the purpose or location of the leased asset is unique and the contractual terms associated with extending the lease. The Company’s lease agreements do not contain any residual value guarantees or any material restrictive covenants and the Company does not sublease to any third parties. As of March 31, ~~2025~~2026, the Company did not have any material leases that have been signed but not commenced.

Right-of-use ("ROU") lease assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make payments in exchange for that right of use. Finance lease ROU assets and operating lease ROU assets are included in the line items Property, plant and equipment, net and Operating lease assets, respectively, in the Consolidated Balance Sheets. The current portion and non-current portion of finance and operating lease liabilities are all presented separately in the Consolidated Balance Sheets.

The Company ~~previously~~has entered into operating leases with ~~Ascent~~companies ~~Properties~~in ~~Group, LLC ("Ascent"), a limited liability company of~~ which our ~~Chief~~ Executive ~~Officer~~Chairman holds a majority interest, for ~~two~~certain ~~building~~buildings, ~~lease~~equipment, ~~agreements~~ and ~~two~~storage ~~equipment~~units ~~lease~~located ~~agreements~~ in Arvada, COColorado. In connection with such leases and rental agreements, the Company made fixed minimum lease payments to the lessor of $~~990~~1,016, $~~952~~990 and $~~843~~952 in fiscal ~~2025~~2026, ~~2024~~2025 and ~~2023~~2024, respectively. Future minimum lease payments under these leases as of March 31, ~~2025~~2026 are $43,~~795~~786.

The discount rate implicit within the Company's leases is generally not readily determinable, and therefore, the Company uses an incremental borrowing rate in determining the present value of lease payments based on rates available at commencement.

The weighted average remaining lease term and discount rate for finance and operating leases are as follows:

	March 31,
	2025			2024
	2026			2025
Finance Leases
Weighted-average remaining lease term in years		21.83			32.83
Weighted-average discount rate		7.75	%		7.75	%
Operating Leases
Weighted-average remaining lease term in years		43.9490			54.9394
Weighted-average discount rate		3.4271	%		3.3042	%

The components of lease expense are as follows:


	Year Ended March 31,
	2026		2025
Finance lease cost:
Amortization of right-of-use assets	$	13	$	13
Interest on lease liabilities		4		6
Operating lease cost		1,655		1,527
Short-term lease cost		58		25
Total lease cost	$	1,730	$	1,571

	Year Ended March 31,
	2025		2024
Finance lease cost:
Amortization of right-of-use assets	$	13	$	13
Interest on lease liabilities		6		8
Operating lease cost		1,527		1,478
Short-term lease cost		25		27
Total lease cost	$	1,571	$	1,526

Operating lease costs during fiscal 2026, fiscal 2025 and fiscal 2024 were included within Cost of products sold and Selling, general and administrative expenses.

~~Operating~~As ~~lease~~of ~~costs~~March ~~during~~31, ~~fiscal 2025~~2026, ~~fiscal~~future ~~2024~~minimum ~~and~~payments ~~fiscal~~required ~~2023~~under ~~were~~non-cancelable ~~included~~leases ~~within Cost of products sold and Selling, general and administrative expenses.~~are:

As of March 31, 2025, future minimum payments required under non-cancelable leases are:


	Operating Leases			Finance Leases
2027	$	2,036		$	26
2028		1,870			21
2029		1,902			—
2030		1,623			—
2031		252			—
Total lease payments		7,683			47

Less – amount representing interest		(534	)		(3	)
Present value of net minimum lease payments	$	7,149		$	44

	OperatingLeases			FinanceLeases
2026	$	1,480		$	26
2027		1,486			26
2028		1,428			21
2029		1,452			—
2030 and thereafter		1,528			—
Total lease payments		7,374			73
Less – amount representing interest		(585	)		(8	)
Present value of net minimum lease payments	$	6,789		$	65

ROU assets obtained in exchange for new operating lease liabilities were $268 and $374 in fiscal 2026 and fiscal 2025, respectively.

ROU assets obtained in exchange for new operating lease liabilities were $374 and $149 in fiscal 2025 and fiscal 2024, respectively.

Note 9 - Debt:

On October 13, 2023, the Company ~~terminated its revolving credit facility and repaid its term loan with Bank of America and~~ entered into a new five-year revolving credit facility with Wells Fargo Bank, National Association ("Wells Fargo") that provides a $50,000 line of credit (the "~~New~~ Revolving Credit Facility"). ~~The~~Simultaneous ~~New~~with the close of the acquisition of FlackTek on January 23, 2026, the Company amended the Revolving Credit Facility to increase the limit to $80,000, modify the definition of Consolidated Funded Indebtedness to limit the amount of contingent earn-out liability included to the amount expected to be paid in the next twelve months, as well as permit the incurrence or existence of indebtedness of GIPL arising from any letters of credit, bank guarantees, or other similar obligations in a principal amount not to exceed $5,000, and certain other administrative amendments. The Revolving Credit Facility has a $25,000 sub-limit for letters of credit. As of March 31, ~~2025~~2026, there was $013,000 borrowed and $56,~~295~~111 letters of credit outstanding on the ~~New~~ Revolving Credit Facility.

OnThe ~~July~~Revolving ~~15,~~Credit ~~2024~~Facility contains customary terms and conditions, ~~the~~including ~~Company~~representations and ~~Wells~~warranties ~~Fargo~~and ~~entered~~affirmative ~~into~~and annegative ~~amendment~~covenants, toas well as financial covenants for the ~~New~~benefit ~~Revolving~~of ~~Credit~~Wells ~~Facility~~Fargo, which ~~increased~~require the ~~maximum~~Company ~~aggregate~~to ~~principle~~maintain ~~amount~~(i) ofa ~~indebtedness~~consolidated oftotal ~~Foreign~~leverage ~~Subsidiaries~~ratio not to exceed 3.50:1.00 and ~~Non-Guarantor~~(ii) ~~Subsidiaries~~a consolidated fixed charge coverage ratio of at least 1.20:1.00, asin ~~defined~~both cases computed in accordance with the ~~New~~definitions and requirements specified in the Revolving Credit Facility,. ~~allowed~~As ~~under~~of March 31, 2026, the ~~New~~Company ~~Revolving~~was ~~Credit~~in ~~Facility~~compliance ~~from~~with ~~$2,000~~the tofinancial ~~$3,500~~covenants of the Revolving Credit Facility.

~~The~~Borrowings ~~New~~under the Revolving Credit Facility ~~contains~~bear ~~customary~~interest ~~terms~~at ~~and~~a ~~conditions~~rate equal to, ~~including~~at ~~representations~~the ~~and~~Company’s ~~warranties~~option, ~~and~~either ~~affirmative~~(i) ~~and~~a ~~negative~~forward-looking ~~covenants,~~term asrate ~~well~~based ason ~~financial~~the ~~covenants~~secured overnight financing rate ("SOFR") for the ~~benefit~~applicable ofinterest ~~Wells Fargo~~period, ~~which~~subject ~~require~~to ~~the~~a ~~Company~~floor toof ~~maintain~~0.0% per annum or (iii) a ~~consolidated~~base ~~total~~rate ~~leverage~~determined ~~ratio~~by ~~not~~reference to ~~exceed~~the 3highest of (a) the rate of interest per annum publicly announced by the Lender as its prime rate, (b) the federal funds rate plus 0.50~~:1.00~~% per annum and (iic) aone-month ~~consolidated~~term ~~fixed~~SOFR ~~charge~~plus ~~coverage~~1.00% ~~ratio~~per ofannum, atsubject ~~least~~to a floor of 1.~~20:1.~~00% per annum, plus, in ~~both~~each ~~cases~~case, ~~computed~~an inapplicable ~~accordance~~margin. ~~with~~The ~~the~~applicable ~~definitions~~margins range between (i) 1.25% per annum and ~~requirements~~2.50% ~~specified~~per annum in the ~~New~~case ~~Revolving~~of ~~Credit~~any ~~Facility~~term SOFR loan and (ii) 0.25% Asper annum and 1.50% per annum in the case of ~~March~~any ~~31,~~base ~~2025~~rate loan, in each case based upon the Company’s ~~was~~then-current inconsolidated ~~compliance~~total ~~with~~leverage ratio; provided, however, for a period of one year following the ~~financial~~closing ~~covenants~~date, the applicable margin shall be set at 1.25% per annum in the case of any term SOFR loan and 0.25% per annum in the ~~New~~case ~~Revolving~~of ~~Credit~~any ~~Facility~~base rate loan. As of March 31, 2026, the SOFR rate was 3.68%.

~~Borrowings~~The ~~under~~Company ~~the~~is ~~New~~required ~~Revolving~~to ~~Credit~~pay ~~Facility bear interest at~~ a ~~rate~~quarterly ~~equal~~commitment ~~to,~~fee aton the ~~Company’s~~unused ~~option,~~portion ~~either~~of ~~(i) a forward-looking term rate based on~~ the ~~secured~~Revolving ~~overnight~~Credit ~~financing~~Facility ~~rate~~during ~~("SOFR") for~~ the applicable ~~interest~~quarter ~~period,~~at ~~subject to~~ a ~~floor of 0.0%~~ per annum ~~or (ii) a base~~ rate also determined by reference to the ~~highest~~Company’s ~~of (a) the rate of interest per annum publicly announced by the Lender as its prime rate, (b) the federal funds rate plus 0.50% per annum and (c) one~~then-~~month~~current ~~term~~consolidated ~~SOFR~~total ~~plus~~leverage ~~1.00% per annum~~ratio, ~~subject~~which tofee aranges ~~floor of 1.00% per annum, plus, in each case, an applicable margin. The applicable margins range~~ between ~~(i) 1~~0.2510% per annum and ~~2.50% per annum in the case of any term SOFR loan and (ii)~~ 0.2520% per annum ~~and 1~~.~~50%~~ ~~per~~Any ~~annum~~outstanding inletters ~~the case~~ of ~~any~~credit ~~base~~issued ~~rate~~under ~~loan, in each case based upon~~ the ~~Company’s~~Revolving ~~then-current~~Credit ~~consolidated~~Facility ~~total~~will ~~leverage~~bear ~~ratio; provided, however, for~~ a ~~period~~fee ofequal ~~one~~to ~~year following~~ the ~~closing~~daily ~~date,~~amount ~~the~~drawn ~~applicable~~under ~~margin~~such ~~shall~~letters ~~be set at 1.25% per annum in the case~~ of ~~any~~credit ~~term~~multiplied ~~SOFR~~by ~~loan and 0.25% per annum in~~ the ~~case~~applicable ofmargin ~~any~~for ~~base rate loan. As of March 31, 2025,~~ the SOFR ~~rate was 4.41%.~~

The Company is required to pay a quarterly commitment fee on the unused portion of the New Revolving Credit Facility during the applicable quarter at a per annum rate also determined by reference to the Company’s then-current consolidated total leverage ratio, which fee ranges between 0.10% per annum and 0.20% per annum; provided, however, for a period of one year following the closing date, the quarterly commitment fee will be set at 0.10% per annum. Any outstanding letters of credit that are cash secured will bear a fee equal to the daily amount available to be drawn under such letters of credit multiplied by 0.65% per annum. Any outstanding letters 60

57loans. As of March 31, 2026, the amount available under the Revolving Credit Facility was $60,889, subject to the interest and leverage covenants.

ofIn ~~credit~~connection ~~issued~~with ~~under~~ the ~~New~~termination ~~Revolving~~of ~~Credit~~the ~~Facility~~old ~~will~~revolving ~~bear~~credit afacility ~~fee~~and ~~equal~~term toloan ~~the~~on ~~daily~~October ~~amount~~13, ~~drawn~~2023, ~~under~~with ~~such~~Bank ~~letters~~ of ~~credit~~America, ~~multiplied by~~ the ~~applicable~~Company ~~margin~~paid ~~for~~$752 ~~term~~in ~~SOFR~~exit ~~loans.~~costs Asand ofrecognized ~~March~~an ~~31,~~extinguishment ~~2025,~~charge ~~the~~of ~~amount~~$726 ~~available~~in ~~under~~fiscal ~~the~~year ~~New~~ended ~~Revolving~~March ~~Credit Facility was $44~~31,~~705,~~ ~~subject to the interest and leverage covenants~~2024.

InAs ~~connection~~of March 31, 2026, $606 letters of credit are outstanding with HSBC Bank USA, N.A and are cash secured. These outstanding letters of credit are subject to a fee of between 0.75% and 0.85% per annum, depending on the ~~termination~~term of the ~~old~~letter ~~revolving~~of credit. ~~facility~~As of March 31, 2026, $224 letters of credit are outstanding with Axis Bank and ~~term~~are ~~loan~~cash secured. Additionally, we have a 20,000 RMB bank guaranty line of credit with China Citic Bank Co. LTD which had $549 letters of ~~America~~credit outstanding at March 31, ~~the~~2026. ~~Company~~Outstanding ~~paid~~letters ~~$752~~of incredit ~~exit~~under ~~costs~~this ~~and~~agreement ~~recognized~~are ansubject ~~extinguishment~~to ~~charge~~a fee of 0.60% per annum. We also have a 445,000 INR bank guaranty line of credit with HSBC Bank, India. Outstanding letters of credit under this agreement are subject to a fee of 0.60% per annum. As of March 31, 2026, $~~726~~1,680 inletters ~~fiscal~~of ~~year~~credit ~~ended~~are outstanding at HSBC Bank, India. Total letters of credit outstanding as of March 31, ~~2024~~2026 and March 31, 2025 were $9,170 and $10,997, respectively.

As of March 31, 2025, $150 letters of credit remain outstanding with Bank of America and are cash secured. These outstanding letters of credit are subject to a fee of 0.60% per annum. As of March 31, 2025, $4,498 letters of credit are outstanding with HSBC Bank USA, N.A and are cash secured. These outstanding letters of credit are subject to a fee of between 0.75% and 0.85% per annum, depending on the term of the letter of credit. As of March 31, 2025, $11 letters of credit are outstanding with China Construction Bank and are cash secured. Additionally, we have a 20,000 RMB bank guaranty line of credit with China Citic Bank Co. LTD which had $1,044 letters of credit outstanding at March 31, 2025. Outstanding letters of credit under this agreement are subject to a fee of 0.60% per annum. Total letters of credit outstanding as of March 31, 2025 and March 31, 2024 were $10,997 and $8,442, respectively.

Note 10 - Financial Instruments and Derivative Financial Instruments:

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents, and trade accounts receivable. The Company places its cash and cash equivalents with high credit quality financial institutions, and evaluates the credit worthiness of these financial institutions on a regular basis. Concentrations of credit risk with respect to trade accounts receivable are limited due to the large number of customers comprising the Company's customer base and their geographic dispersion. At March 31, ~~2025~~2026 and ~~2024~~2025, the Company had no significant concentrations of credit risk.

Letters of Credit

The Company has entered into standby letter of credit agreements with financial institutions relating to the guarantee of future performance on certain contracts. At March 31, ~~2025~~2026 and ~~2024~~2025, the Company was contingently liable on outstanding standby letters of credit aggregating $109,~~997~~170 and $810,~~442~~997, respectively.

Fair Value of Financial Instruments

The estimates of the fair value of financial instruments are summarized as follows:

Cash and cash equivalents: The carrying amount of cash and cash equivalents approximates fair value due to the short-term maturity of these instruments and are considered Level 1 assets in the fair value hierarchy.

Short-term and long-term debt: The carrying values of credit facilities with variable rates of interest approximates fair values and is considered a Level 2 liability in the fair value hierarchy.

Contingent consideration: In circumstances where an acquisition involves a contingent consideration arrangement, the Company recognizes a liability equal to the fair value of the contingent payments it expects to make as of the acquisition date. Increases or decreases in the fair value of the contingent consideration liability can result from changes in discount periods and rates, as well as changes in the timing, amount of, or the likelihood of achieving the applicable performance target. Increases in projected revenues, estimated cash flows and probabilities of payment may result in significantly higher fair value measurements; decreases in these items may have the opposite effect. Increases in the discount rates in periods prior to payment may result in significantly lower fair value measurements and decreases in the discount rates may have the opposite effect. The contingent consideration fair value measurement is based on significant inputs not observable in the market and therefore constitute Level 3 inputs within the fair value hierarchy.

Note 11 – Income Taxes:

An analysis of the components of income before provision for income taxes is presented below:

	Year ended March 31,
	2025			2024		2023
	2026			2025		2024
United States	$	1415,~~381~~038		$	514,~~077~~381	$	~~(66~~5,077	)
Asia		~~1,026~~(278	)		~~497~~1,026		~~627~~497
Income before provision for income taxes	$	1514,~~407~~760		$	515,~~574~~407	$	~~561~~5,574

5861

The provision for income taxes consists of:

	Year ended March 31,
	2025			2024			2023
	2026			2025			2024
Current:
Federal	$	~~1,387~~170		$	1,~~133~~387		$	371,133
State		37154			~~100~~37			~~204~~100
Foreign		~~282~~8			~~257~~282			73257
		1,706			1,490			314
		332			1,706			1,490
Deferred:
Federal		52,~~429~~030			~~(419~~5,429	)		(89419	)
State		~~210~~(16	)		88210			~~(82~~88	)
Foreign		25(124	)		~~(106~~25	)		93(106	)
Changes in valuation allowance		~~(4,193~~38	)		(354,193	)		(4235	)
		1,471			(472	)		(120	)
		1,928			1,471			(472	)
Total provision for income taxes	$	32,~~177~~260		$	13,~~018~~177		$	~~194~~1,018

Below is a tabular rate reconciliation pursuant to the disclosure requirements of ASU 2023-09, adopted prospectively for the year ended March 31, 2026:


	Year ended March 31, 2026
	Amount		Percent

Provision for income taxes as U.S. federal statutory rate	$	3,100		21.0	%
State and local income taxes, net

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