TPICQ

You should carefully consider the following risk factors. If any of the events contemplated by the following discussion of risks should occur, our business, results of operations, financial condition, growth prospects and cash flows could suffer significantly. Additional risks that we currently do not know about or that we currently believe to be immaterial may also impair our business. Certain statements below are forward-looking statements. See “Special Note Regarding Forward-Looking Statements” in this Annual Report on Form 10-K. Risks Related to Our Business as a Whole We are subject to risks and uncertainties associated with our Chapter 11 Cases. The Chapter 11 Cases have had a material adverse effect on our business, financial condition, results of operations and cash flows. The significant risks associated with the Chapter 11 Cases that could result in material adverse effects on our business, financial condition, results of operations, and cash flows include or relate to the following: •our ability to obtain the Bankruptcy Court’s approval with respect to motions or other requests made to the Bankruptcy Court in the Chapter 11 Cases, including maintaining control as debtors-in-possession; •the significant amount of time and effort spent by management dealing with the Chapter 11 cases and related matters; •the imposition of restrictions or obligations on the Company by regulators related to the bankruptcy; •our ability to successfully conduct a sale, execute a transaction, develop, adopt, confirm and consummate a chapter 11 plan or alternative restructuring transaction, or otherwise realize any value with respect to our assets; •the effects of the filing of the Chapter 11 Cases on our business and the interests of various constituents, including our shareholders; •our ability to maintain contracts that are critical to our operations; •our ability to attract, motivate, and retain key employees; •the high costs of Chapter 11 Cases and related fees; •our ability to maintain relationships with suppliers, customers, employees and other third parties as a result of the Chapter 11 Cases; •the ability of third parties to seek and obtain court approval to terminate contracts and other agreements with us; •our ability to retain our current management team; •Bankruptcy Court rulings in the Chapter 11 Cases as well as the outcome of all other pending litigation and the outcome of the Chapter 11 Cases in general; •the length of time that we will operate with chapter 11 protection and any resulting risk that we will not satisfy the milestones to be specified in the definitive DIP Financing documentation, including the DIP Default, and in our agreement with our secured lenders with respect to our use of their cash collateral; •the availability of operating capital during the pendency of the Chapter 11 Cases, including any event that could terminate our right to continued access to the cash collateral of our lenders to use as operating capital; •third-party motions in the Chapter 11 Cases; •the potential adverse effects of the Chapter 11 Cases on our liquidity and results of operations; and •the adequacy of our cash balances at the time of our projected exit from the Chapter 11 Cases. 16 The Chapter 11 Cases raise substantial doubt regarding our ability to continue as a going concern. The Chapter 11 Cases are being jointly administered under the caption In re TPI Composites, Inc., et al. in the Bankruptcy Court. Under the Bankruptcy Code, certain claims in existence prior to our filing of the petition for relief under the Bankruptcy Code are stayed while we continue business operations as a debtor-in-possession. Our operations and our ability to develop and execute our business plan are subject to significant risks and uncertainties associated with Chapter 11 Cases. These conditions raise substantial doubt about our ability to continue as a going concern. The substantial doubt about our ability to continue as a going concern may adversely impact the price of our common stock, our reputation and relationships with investors, critical vendors, employees and other third parties with whom we do business, our ability to raise additional capital or refinance existing debt, our ability to comply with certain covenants under our debt agreements or meet other contractual obligations and our ability to achieve our business objectives, which could materially and adversely impact our business, financial condition and results of operations. As a result of the Chapter 11 Cases, our historical financial information may not be indicative of our future performance, which may be volatile. During the Chapter 11 Cases, we expect our financial results to continue to be volatile as restructuring activities and expenses, contract terminations and rejections, and claims assessments significantly impact our consolidated financial statements. As a result, our historical financial performance is likely not indicative of our financial performance after the date of the filing of the Chapter 11 Cases. We also may be required to adopt fresh start accounting, in which case our assets and liabilities will be recorded at fair value as of the fresh start reporting date, which may differ materially from the recorded values of assets and liabilities on our consolidated balance sheets. Our financial results after the application of fresh start accounting may be different from historical trends. The pursuit of the Chapter 11 Cases has consumed, and will continue to consume, a substantial portion of the time and attention of our management, which may have an adverse effect on our business, financial condition, results of operations and cash flows, and we may experience increased levels of employee attrition. While the Chapter 11 Cases continue, our management will be required to spend a significant amount of time and effort focusing on the Chapter 11 Cases instead of focusing exclusively on our business operations. This diversion of attention may materially adversely affect the conduct of our business, and, as a result, our financial condition and results of operations, particularly if the Chapter 11 Cases are protracted. Furthermore, during the pendency of the Chapter 11 Cases, we may experience increased levels of employee attrition, and our employees may face considerable distraction and uncertainty. A loss of key personnel or material erosion of employee morale could adversely affect our business and results of operations. Our ability to engage, motivate and retain key employees or take other measures intended to motivate and incentivize key employees to remain with us through the pendency of the Chapter 11 Cases is limited by restrictions on implementation of incentive programs under the Bankruptcy Code. The loss of services of members of our senior management team could impair our ability to execute our strategy and implement operational initiatives, which would be likely to have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, the longer the Chapter 11 Cases continue, the more likely it is that critical vendors and employees will lose confidence in our ability to reorganize our business successfully. Aspects of the Chapter 11 Cases limit the flexibility of our management team in running our business. While we operate our business under supervision by the Bankruptcy Court, we are required to obtain approval of the Bankruptcy Court, and in some cases certain other parties, prior to engaging in activities or transactions outside the ordinary course of business. Bankruptcy Court approval of non-ordinary course activities entails preparation and filing of appropriate motions with the Bankruptcy Court, negotiation with various parties-in-interest, and one or more hearings. Parties-in-interest may be heard at any Bankruptcy Court hearing and may raise objections with respect to these motions. This process may delay major transactions and limit our ability to respond quickly to opportunities and events in the marketplace. Furthermore, in the event the Bankruptcy Court does not approve a proposed activity or transaction, we would be prevented from engaging in activities, transactions and internal restructurings that we believe are beneficial to us, which may have an adverse effect on our business, 17 financial condition, results of operations and cash flows. Our financial position, revenue, operating results, profitability and cash flows are difficult to predict and may vary from quarter to quarter. Our quarterly revenue, operating results, profitability and cash flows have varied in the past and are likely to vary significantly from quarter to quarter in the future. The factors that are likely to cause these variations include: •warranty expense; •associate wage levels and wage inflation in Mexico and other countries in which we operate, and continuing general inflationary pressures in these markets; •operating and startup costs relating to existing and new manufacturing facilities; •wind blade model transitions; •differing quantities of wind blade production; •unanticipated contract or project delays or terminations; •changes in the costs of raw materials or disruptions in raw material supply; •scrap of defective products; •payment of liquidated damages to our customers for late deliveries of our products; •availability of qualified personnel; •costs incurred in the expansion, reopening or closure of our existing manufacturing facilities; •volume reduction requests from our customers pursuant to our customer agreements; •damage or production delays caused by earthquakes, fires, floods, tornadoes, hurricanes, extreme weather conditions such as windstorms, hailstorms, drought, temperature extremes, typhoons or other natural disasters or terrorism or health epidemics; •changes in our effective tax rate; •general economic conditions; and •the complexity of the financial assumptions we must use for forecasting our revenue, profitability and operating results under the revenue recognition standard and the impact that unanticipated blade transitions have on those estimates. As a result, our revenue, operating results, profitability and cash flows for a particular period are difficult to predict and may decline in comparison to corresponding prior periods regardless of the strength of our business. It is also possible that in some future periods our revenue, operating results and profitability may not meet the expectations of securities analysts or investors. If this occurs, the trading price of our common stock could fall substantially, either suddenly or over time, and our business, operating results and financial condition would be materially harmed. Any potential remedies that may be enforced by Oaktree in respect of a default under our DIP Credit Agreement could have significant impacts on our business and our ability to successfully emerge from the Chapter 11 Cases. In connection with the filing of the Chapter 11 Cases, the Debtors entered into a Super-Priority Senior Secured Priming Debtor-in-Possession Credit Agreement and Guaranty, dated as of August 14, 2025 (the “DIP Credit Agreement” and such financing thereunder, the “DIP Financing”), with Oaktree Fund Administration, LLC as administrative agent (the “Administrative Agent”), and the lenders from time to time party thereto (collectively, the “DIP Lenders”), pursuant to which, and subject to the satisfaction of certain conditions, including the approval of the Bankruptcy Court, the DIP Lenders have agreed to provide the Company with a multiple draw term loan facility in an aggregate principal amount not to exceed $82.5 million (the “DIP Facility”). The DIP Credit Agreement 18 contains mandatory and voluntary prepayment provisions customary for transactions of this type (including with respect to proceeds of debt, asset sales, and insurance/condemnation events), which provide that, among other things, voluntary prepayments are permitted without prepayment premiums or penalties. The DIP Credit Agreement also contains certain restrictive loan covenants and events of default customary for credit facilities of this type. On August 14, 2025, the Company received $7.5 million in new money (“DIP Tranche 1”) borrowings under the DIP Facility, which was used (i) to pay amounts, fees, costs and expenses related to the Chapter 11 Cases and (ii) for working capital and general corporate purposes. Concurrently with the funding of the DIP Tranche 1, the DIP Lenders rolled up their ratable share of Senior Secured Term Loan obligations in an amount equal to two times the amount of new money borrowed under such DIP Tranche 1, or $15.0 million (the “Initial Roll-Up Loan”). The Initial Roll-Up Loan was deemed funded pursuant to the DIP Credit Agreement on a cashless, dollar-for-dollar basis and constituted DIP Financing obligations on the day such roll-up became effective and satisfied and discharged an equal amount of Senior Secured Term Loan obligations as if a payment in such amount had been made on such date. In addition, an upfront commitment fee in an amount equal to 3.00% of the aggregate amount of the DIP Tranche 1 borrowing was fully earned and payable to the DIP Lenders in the form of additional DIP Financing obligations on the funding date of the DIP Tranche 1. As of December 31, 2025, the Company had outstanding borrowings, including accrued interest, of $23.9 million under the DIP Facility. On March 1, 2026, the Company received a letter from the DIP Lenders that notified and confirmed to the Company that, because, among other things, as of the date of the letter, the Bankruptcy Court has not entered a Disclosure Statement Order (nor any other order approving the adequacy of a disclosure statement in connection with a chapter 11 plan for the Debtors), an Event of Default under the DIP Credit Agreement has occurred and is continuing pursuant to Section 11.01(g) (Events of Default) of the DIP Credit Agreement (the “DIP Default”). On March 16, 2026, the DIP Lenders agreed to waive the DIP Default, extend the maturity date under the DIP Credit Agreement and consent to the Vestas Sale Transactions, ECP Sale Transaction and GEV Transaction as set forth in more detail in the Oaktree Consent Term Sheet filed with the Bankruptcy Court. A substantial portion of the wind blade models that we manufacture at our facilities in Mexico are currently subject to reviews by U.S. Customs and Border Protection under the Uyghur Forced Labor Prevention Act, which has prevented us from importing these wind blades into the U.S. and is currently and could continue to have a material, adverse effect on our business, results of operations, and financial condition. CBP is currently reviewing certain of the wind blade models that are manufactured at our facilities in Mexico pursuant to the Uyghur Forced Labor Prevention Act (“UFLPA”). As a result of these reviews, CBP has restricted the importation of these wind blades into the U.S. while the matter remains under investigation. Although we are confident that our wind blade supply chain does not source materials from the Xinjiang Uyghur Autonomous Region of China, the UFLPA establishes a rebuttable presumption that goods mined, produced, or manufactured wholly or in part in the Xinjiang Uyghur Autonomous Region of China, or by certain identified entities, are made with forced labor and are therefore prohibited from entry into the U.S. unless the importer can demonstrate otherwise to the satisfaction of CBP. Because of the current CBP actions, a substantial portion of the wind blades manufactured at our Mexico facilities are unable to be imported into the U.S. market. The inability to import these wind blades has significantly disrupted, and may continue to disrupt, our supply chain, reduce available inventory for U.S. customers, delay deliveries, and result in lost sales. In addition, these CBP reviews have required and may continue to require significant management attention, internal resources, and legal and compliance costs as we work to respond to CBP’s inquiries and further demonstrate compliance with applicable laws. The outcome and duration of the CBP reviews are uncertain. If we are unable to satisfactorily resolve the matter, CBP may continue to detain, exclude, or seize affected wind blades, which could further restrict our ability to serve customers in the U.S. and may require us to modify our sourcing, manufacturing, or supply chain practices. Any prolonged disruption in our ability to import wind blades into the U.S., or any adverse findings by CBP, will have a further, material adverse effect on our business, financial condition, and results of operations. 19 Our Credit Agreement with Oaktree contains, and any future loan agreements we may enter into may contain, operating and financial covenants that restrict our business and financing activities. As of December 31, 2025, we had outstanding $476.9 million of senior, secured indebtedness, including principal and paid-in-kind interest, under the Credit Agreement and Guaranty, dated as of December 14, 2023, between the Company and Oaktree Fund Administration, LLC (the Credit Agreement). Our obligations under the Credit Agreement are secured by substantially all of our assets. The Credit Agreement contains various financial covenants and other restrictions regarding, among other things, maintaining minimum cash balances, making capital expenditures and other restricted payments, incurring additional indebtedness, creating liens, and paying dividends. The commencement of the Chapter 11 Cases constituted an event of default (and an acceleration event) under the Credit Agreement and the enforcement of any remedies in respect of such default and acceleration is automatically stayed as a result of the Chapter 11 Cases. The fluctuation of foreign currency exchange rates could materially harm our financial results. Since we conduct a significant portion of our operations internationally, our business is subject to foreign currency risks, including currency exchange rate fluctuations. The exchange rates are affected by, among other things, changes in political and economic conditions. To the extent our future revenues and expenses are generated outside of the U.S. in currencies other than the U.S. dollar, including the Mexican Peso or India Rupee, among others, we will be subject to increased risks relating to foreign currency exchange rate fluctuations which could materially harm our business, financial condition and operating results. Our manufacturing operations and future growth are dependent upon the availability of capital, which may be insufficient to support our capital expenditures. Our current wind blade manufacturing activities and future growth will require substantial capital investment. For the years ended December 31, 2025 and 2024, our capital expenditures, including those related to discontinued operations, were $14.5 million and $26.2 million, respectively. We plan to make continued investments in our domestic and international facilities. Our ability to continue to operate and grow our business is predicated on us making significant additional capital investments to expand our existing manufacturing facilities and build and operate new manufacturing facilities in existing and new markets or access capital to acquire new businesses. We may not have the capital to undertake these capital investments. In addition, our capital expenditures may be significantly higher if our estimates of future capital investments are incorrect and may increase substantially if we are required to undertake actions to comply with new regulatory requirements or compete with new technologies. The cost of some projects may also be affected by foreign exchange rates if any raw materials or other goods must be paid for in foreign currency. We cannot assure you that we will be able to raise funds on favorable terms, if at all. We also cannot assure you that completed capital expenditures will yield the anticipated results. If we are unable to obtain sufficient capital at a reasonable cost or at all, we may not be able to expand our business to take advantage of changes in the marketplace or may be required to delay, reduce or eliminate some or all of our current operations, which could materially harm our business, operating results and financial condition. Our business and reputation could be adversely impacted by any violations of the FCPA, the U.K. Bribery Act, and other foreign anti-corruption laws. As a U.S. corporation, we are subject to the FCPA, which generally prohibits U.S. companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or keeping business. Other countries in which we operate also have anti-corruption laws, some of which prohibit improper payments to government and non-government persons and entities, and others extend their application to activities outside their country of origin. Although FCPA enforcement was recently paused, we plan to continue to comply with the provisions of the FCPA. We have manufacturing facilities in Mexico and India, countries with a fairly high risk of corruption. Those facilities are subject to routine government oversight. In addition, a number of our raw materials and components suppliers are state-owned, particularly in China. Moreover, due to our need to import raw materials across international borders, we also routinely have interactions, directly or indirectly, with customs officials. In many foreign countries, under local custom, businesses engage in practices that may be prohibited by the FCPA or other similar laws and regulations. Additionally, we continue to hire associates around the world to support our 20 international operations. Although we have implemented certain policies, procedures and controls designed to ensure compliance with the FCPA and similar laws, there can be no guarantee that all of our associates and agents, as well as those companies to which we outsource certain of our business operations, have not taken and will not take actions that violate our policies and the FCPA or other anti-corruption laws, which could subject us to fines, penalties, disgorgement, and loss of business, harm our reputation and impact our ability to compete in certain jurisdictions. In addition, these laws are complex and far-reaching in nature, and, as a result, we may be required in the future to alter one or more of our practices to be in compliance with these laws or any changes in these laws or the interpretation thereof. Moreover, our competitors may not be subject to the FCPA or similar laws, which could provide them with a competitive advantage in some jurisdictions. Effective internal controls are necessary for us to provide reliable financial reports and effectively address fraud risks. We maintain a system of internal controls to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles (GAAP). The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to establish and maintain a system of internal controls that will be adequate to satisfy the reporting obligations of a public company. The effectiveness of our internal controls depends in part on the cooperation of senior managers worldwide. Any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. Any failure to maintain that system, or consequent inability to produce accurate financial statements on a timely basis, could increase our operating costs and harm our business, and lead to our becoming subject to litigation, sanctions or investigations by the SEC or other regulatory governmental agencies and bodies. Much of our intellectual property consists of trade secrets and know-how that is very difficult to protect. If we experience loss of protection for our trade secrets or know-how, our business would be substantially harmed. We have a variety of IP rights, including patents, trademarks and copyrights, but much of our most important IP rights consist of trade secrets and know-how and effective IP protection may be unavailable, limited or outside the scope of the IP rights we pursue in the U.S. and in foreign countries where we operate. Although we strive to protect our IP rights, there is always a risk that our trade secrets or know-how will be compromised or that a competitor could lawfully reverse-engineer our technology or independently develop similar or more efficient technology. We have confidentiality agreements with each of our customers, suppliers, key associates and independent contractors in place to protect our IP rights, but it is possible that a customer, supplier, associate or contractor might breach the agreement, intentionally or unintentionally. It is also possible that our confidentiality agreements with customers, suppliers, associates and contractors will not be effective in preserving the confidential nature of our IP rights. The patents we own could be challenged, invalidated, narrowed or circumvented by others and may not be of sufficient scope or strength to provide us with any meaningful protection or commercial advantage. Once our patents expire, or if they are invalidated, narrowed or circumvented, our competitors may be able to utilize the inventions protected by our patents. Additionally, the existence of our IP rights does not guarantee that we will be successful in any attempt to enforce these rights against third parties in the event of infringement, misappropriation or other misuse, which may materially and adversely affect our business. Because our ability to effectively compete in our industry depends on our ability to protect our proprietary technology, we might lose business to competitors and our business, revenue, operating results and prospects could be materially harmed if we suffer loss of trade secret and know-how protection or breach of our confidentiality agreements. We may be subject to significant liabilities and costs relating to environmental and health and safety requirements. We are subject to various environmental, health and safety laws, regulations and permit requirements in the jurisdictions in which we operate governing, among other things, health, safety, pollution and protection of the environment and natural resources, the handling and use of hazardous substances, the generation, storage, treatment and disposal of wastes, and the cleanup of any contaminated sites. 21 We have incurred, and expect to continue to incur, capital and operating expenditures to comply with such laws, regulations and permit requirements. While we believe that we currently are in material compliance with all such laws, regulations and permit requirements, any noncompliance may subject us to a range of enforcement measures, including the imposition of monetary fines and penalties, other civil or criminal sanctions, remedial obligations, and the issuance of compliance requirements restricting our operations. There can be no assurance that we will not in the future become subject to compliance requirements, obligations to undertake cleanup or related activities, or claims or proceedings relating to environmental, health or safety matters, hazardous substances or wastes, contaminated sites, or other environmental or natural resource damages, that could impose significant liabilities and costs on us and materially harm our business, operating results and financial condition. Work disruptions resulting from our collective bargaining agreements could result in increased operating costs and materially harm our business, operating results and financial condition. Certain of our associates in Matamoros, Mexico, which in the aggregate represented approximately 21% of our workforce as of December 31, 2025, are covered by collective bargaining agreements which are in effect through the end of March 2027. Additionally, our other associates working at other manufacturing facilities may vote to be represented by a labor union in the future. There can be no assurance that we will not experience labor disruptions such as work stoppages or other slowdowns by workers at any of our facilities. Should significant industrial action, threats of strikes or related disturbances occur, or other challenges with negotiating and extending our collective bargaining agreements with our unionized associates, we could experience further disruptions of operations and increased labor costs in Mexico or other locations, which could materially harm our business, operating results or financial condition. Any such work stoppage or slow-down at any of our facilities could also result in additional expenses and possible loss of revenue for us. Our information technology infrastructure could experience serious failures or cyber security attacks, the failure of which could materially harm our business, operating results and financial condition. Information technology is part of our business strategy and operations. It enables us to streamline operation processes, facilitate the collection and reporting of business data, and provide for internal and external communications. There are risks that information technology system failures, network disruptions, breaches of data security and phishing and ransomware attacks could disrupt our operations. Any significant disruption or breach may materially harm our business, operating results and financial condition. Risks Related to Our Wind Business A significant portion of our business is derived from a small number of customers, therefore any loss of or reduction in purchase orders, failure of these customers to fulfill their obligations or our failure to secure supply agreement renewals from these customers could materially harm our business. Substantially all of our revenues are derived from two wind blade customers. GE Vernova and Vestas accounted for 56.4% and 41.9%, respectively, of our total net sales for the year ended December 31, 2025, and 52.1% and 35.9%, respectively, of our total net sales for the year ended December 31, 2024, and 41.4% and 39.1%, respectively, of our total net sales for the year ended December 31, 2023. Accordingly, we are substantially dependent on continued business from our current wind blade customers. If one or more of our wind blade customers were to reduce or delay wind blade orders, file for bankruptcy or become insolvent, fail to pay amounts due or satisfactorily perform their respective contractual obligations with us or otherwise terminate or fail to renew their supply agreements with us, our business, financial condition and results of operations could be materially harmed. We do not have long-term contractual volume commitments from our customers beyond 2025 and our customers may elect not to place new wind blade orders with us or may elect to substantially reduce the volume of wind 22 blades ordered from us due to market conditions and other external factors impacting the demand for wind blades. Our supply agreements expired at the end of 2025. Although we expect to extend our supply agreements beyond 2025, we currently do not have long-term contractual commitments from our customers to purchase wind blades beyond 2025 primarily due to ongoing negotiations surrounding the Chapter 11 Cases. Our supply agreements generally establish annual purchase requirements on which we rely for our future production and financial forecasts. However, the timing and volume of purchases, within certain parameters, may be subject to change by our customers. If one or more of our customers terminate or reduce the number of manufacturing lines and volumes of wind blades purchased, or fail to enter into new purchase commitments with us, it may materially harm our business, financial condition and results of operations. Defects in materials and workmanship or wind blade failures could harm our reputation, expose us to product warranty or other liability claims, decrease demand for wind blades we manufacture, or materially harm existing or prospective customer relationships, and our reserves for warranty expenses might not be sufficient to cover all future costs. Defects in the wind blades we manufacture are unpredictable and an inherent risk in manufacturing technically advanced products that involve a significant amount of manual labor and processes. Defects may arise from multiple causes, including design, engineering, materials, manufacturing and component failures as well as deficiencies in our manufacturing processes. Under our supply agreements, we warranty the materials and workmanship of the wind blades while our customers are responsible for the fitness of use and design of the wind blades. We have experienced multiple wind blade failures and defects at some of our facilities, and we may experience failures or defects in the future. Wind blades that we have manufactured have also failed in the field. Any wind blade failures or other product defects in the future could materially harm our existing and prospective customer relationships. Specifically, negative publicity about the quality of the wind blades we manufacture or defects in the wind blades supplied to our customers could result in a reduction in wind blade orders, increased warranty claims and reserves, product liability claims and other damages or termination of our supply agreements or business relationships with current or new customers. Any of the foregoing could materially harm our business, operating results and financial condition. We provide warranties for all of the wind blades we produce, including parts and labor, for periods that typically range from two to five years depending on the product sold. We also have offered extended warranties in certain situations to resolve outstanding warranty claims and may offer extended warranties to our customers in the future. Our estimate of warranty expense requires us to make assumptions about matters that are highly uncertain, including future rates of product failure, repair costs, shipping and handling and de-installation and re-installation costs at customers’ sites. Our assumptions could be materially different from the actual performance of our products and these remediation expenses in the future. The expenses associated with wind blade repair and remediation activities can be substantial and may include changes to our manufacturing processes. If our estimates prove materially incorrect, we could incur warranty expenses that exceed our reserves, increase our future warranty reserves, and we could be required to make material unplanned cash expenditures, which could materially harm our business, operating results and financial condition. We have experienced, and could in the future experience, quality or operational issues in connection with plant construction, expansion or assumption which could result in losses and cause delays in our ability to complete our projects and may therefore materially harm our business, financial condition and results of operations. We dedicate most of the capacity of our current wind blade manufacturing facilities to existing customers and, as a result, we may need to build additional manufacturing capacity or facilities to serve the needs of new customers or expanded needs of existing customers. We currently conduct wind blade manufacturing operations at four facilities in Mexico, one in India, and one in Iowa in the U.S. The construction of new plants and the expansion or assumption of existing plants involves significant time, cost and other risks. We generally expect our plants to generate losses in their first 12 to 18 months of operations related to production startup costs. Additionally, numerous factors can contribute, and have in the past contributed, to delays or difficulties in the startup of, or the adoption of our manufacturing lines to produce larger wind blade models, which we refer to as model transitions, in our manufacturing facilities. These factors include permitting, construction or renovation delays, defects or issues 23 with product tooling, the engineering and fabrication of specialized equipment, the modification of our general production know-how and customer-specific manufacturing processes to address the specific wind blades to be tested and built, changing and evolving customer specifications and expectations and the hiring and training of plant personnel. Any delays or difficulties in plant startup, expansion or assumption may result in cost overruns, production delays, contractual penalties, loss of revenues, reduced margins and impairment of customer relationships, which could materially harm our business, financial condition and results of operations. We have experienced in the past, and our future wind blade production could be affected by, operating problems at our facilities, which may materially harm our operating results and financial condition. Our wind blade manufacturing processes and production capacity have in the past been, and could in the future be, disrupted by a variety of issues, including: •production outages to conduct maintenance activities that cannot be performed safely during operations; •prolonged power failures or reductions; •breakdowns, failures or substandard performance of machinery and equipment; •our inability to comply with material environmental requirements or permits; •inadequate transportation infrastructure, including problems with railroad tracks, bridges, tunnels or roads; •supply shortages of key raw materials and components; •damage or production delays caused by earthquakes, fires, floods, tornadoes, hurricanes, extreme weather conditions such as windstorms, hailstorms, drought, temperature extremes, typhoons or other natural disasters or terrorism or health epidemics; and •labor unrest or shortages in skilled labor. The cost of repeated or prolonged interruptions, reductions in production capacity, or the repair or replacement of complex and sophisticated tooling and equipment may be considerable and could result in damages or the termination of our supply agreements or penalties for regulatory non-compliance, any of which could materially harm our business, operating results and financial condition. Although a majority of our manufacturing facilities are located outside the U.S., our business is still heavily dependent upon the demand for wind energy in the U.S. and any downturn in demand for wind energy in the U.S. could materially harm our business. We have developed a strategic manufacturing footprint to serve the growing wind energy market worldwide and have wind blade manufacturing facilities in the U.S., Mexico, and India. Although a majority of our manufacturing facilities are located outside of the U.S., historically more than half of the wind blades that we produced were deployed in wind farms located within the U.S. The wind blades manufactured at our Iowa facility, where production restarted in the second half of 2025, and substantially all of the wind blades manufactured at our Mexico facilities, are deployed within the U.S. In addition, many of our wind blades are exported from our India manufacturing facility to the U.S. Consequently, demand for wind energy and our wind blade sales could be adversely affected by a variety of reasons and factors, including the tariffs on goods and products imported into the U.S. and other regulatory or legal changes or developments relating to wind and renewable energy in the U.S. Any downturn in demand for wind energy in the U.S. could materially harm our business. We have experienced volatility in the price and availability of raw materials and components that are critical to our manufacturing needs, as well as ongoing inflationary pressures impacting many of our labor and other costs, and we may continue to, or in the future, experience price increases, supply constraints, and inflationary pressures, which may hinder our ability to perform under our supply agreements and adversely impact our competitive position, profitability and financial condition. We rely upon third parties for raw materials, such as fiberglass, carbon fiber, resins, foam core and balsa wood, and various components for the products we manufacture. Some of these raw materials and components may 24 only be purchased from a limited number of suppliers. Current geopolitical climate, and the economic environment generally, including with respect to inflation and trade policies, continue to evolve and affect supply chain performance and underlying assumptions in various ways – specifically with volatility in commodity, energy, and logistics costs. However, the overall pricing for the raw materials that we source decreased in 2025 compared to 2024 due to decreases in pricing and logistics costs. We expect to see a further decrease in material pricing in 2026. Additionally, our ability to purchase the appropriate quantities of raw materials is impacted by our customers’ transitioning wind blade designs and specifications. As a result, we maintain, closely monitor and manage inventory and acquire raw materials and components as needed and with consideration to lead time factors. Due to fluctuating international demand for these raw materials from many industries, and extended logistics lead times, we may be unable to acquire sufficient quantities or secure a stable supply for our manufacturing needs. One of our customers sources all of the critical raw materials that we use to produce such customers' wind blades. Since we do not source procurement of these raw materials for this customer, we have fewer controls and remedies to mitigate raw material and supply chain risks and disruptions relating to such raw materials for such customer. In 2025, we procured approximately 22% of our raw materials from China, so any ocean logistic delays, weather events, strikes, other force majeure events or geopolitical developments impacting China could disrupt our supply chain. In addition, a disruption in any aspect of our global supply chain caused by transportation delays, customs delays, cost issues or other factors could result in a shortage of raw materials or components critical to our manufacturing needs. Any supply shortages, delays in the shipment of materials or components from third party suppliers, or changes in the terms on which they are available could disrupt or materially harm our business, operating results and financial condition. Ongoing inflationary pressures have caused and may continue to cause many of our material, labor, and other costs to increase, which can have adverse impacts on our results of operations. The government of Mexico increased minimum wages approximately 20%, 12% and 13%, effective January 1, 2024, 2025 and 2026, respectively. While our customer contracts allow us to pass a portion of these increases to our customers, we were not able to recover 100% of the wage inflation. If our Mexico manufacturing facilities continue to experience wage inflation at these levels and the increased costs in local currency are not offset with favorable foreign currency fluctuations, such elevated wages could further deteriorate our competitive position, and have a material impact on our results of operations and financial condition. Demand for the wind blades we manufacture may fluctuate for a variety of reasons, including the growth of the wind industry, and decreases in demand could materially harm our business and may not be sufficient to support our growth strategy. Our revenues, business prospects and growth strategy heavily depend on the continued growth of the wind industry and our customers’ continuing demand for wind blades. Customer demand could decrease from anticipated levels due to numerous factors outside of our control that may affect the development of the wind energy market generally, portions of the market or individual wind project developments, including: •general economic conditions; •the general availability and demand for electricity; •wind energy market volatility; •cost-effectiveness, availability and reliability of alternative sources of energy and competing methods of producing electricity, including solar and non-renewable sources such as natural gas; •foreign, federal and state governmental tariffs, subsidies and tax or regulatory policies; •delays or cancellations of government tenders or auctions for wind energy projects; •the availability of financing for wind development projects; •the development of electrical transmission infrastructure, the ability to implement a proper grid connection for wind development projects, and the ability to obtain timely permitting approvals; •permitting, siting and grid connection regulations and challenges; 25 •foreign, federal and state laws and regulations regarding avian protection plans, noise or turbine setback requirements and other environmental laws and regulations; •our customers’ cost of transporting wind blades from our manufacturing facilities to wind farms; •increases in the price or lack of availability of raw materials used to produce our wind blades; •administrative and legal challenges to proposed wind development projects; and •public perception and localized community responses to wind energy projects. In 2025, we experienced a decline in demand for our wind blades due primarily to regulatory uncertainty as our customers and wind farm developers continued to defer investments into the future until inflationary pressure and global economies stabilize, and there is clearer regulatory guidance. This decline in demand adversely impacted our operating results for 2025. In addition to factors affecting the wind energy market generally, our customers’ demand may also fluctuate based on other factors beyond our control. Any decline in customer demand below anticipated levels could materially harm our revenues and operating results and could delay or impede our growth strategy. We operate a substantial portion of our business in international markets and we may be unable to effectively manage a variety of currency, legal, regulatory, economic, social and political risks associated with our global operations and those in developing markets. We currently operate manufacturing facilities in the U.S., Mexico, and India. For the years ended December 31, 2025, 2024 and 2023, approximately 93%, 98% and 97%, respectively, of our net sales were derived from our international operations. Our overall success depends, in part, upon our ability to succeed in differing legal, regulatory, economic, social and political conditions. The global nature of our operations is subject to a variety of risks, including: •difficulties in staffing and managing multiple international locations; •the risk of significant wage inflation in Mexico and other countries in which we operate, and continuing general inflationary pressures in these markets; •increased exposure to foreign currency exchange rate risk or currency exchange controls imposed by foreign countries; •the risk of import, export and transportation regulations and tariffs on foreign trade and investment, including boycotts and embargoes; •taxation and revenue policies or other restrictions, including royalty and tax increases, retroactive tax claims and the imposition of unexpected taxes or tariffs; •the imposition of, or rapid or unexpected adverse changes in, foreign laws, regulatory requirements or trade policies; •restrictions on repatriation of earnings or capital or transfers of funds into or out of foreign countries; •limited protection for IP rights in some jurisdictions; •inability to obtain adequate insurance; •difficulty administering internal controls and legal and compliance practices in countries with different cultural norms and business practices; •the possibility of being subjected to the jurisdiction of foreign courts in connection with legal disputes and the possible inability to subject foreign persons to the jurisdiction of courts in the U.S.; •the misinterpretation of local contractual terms, renegotiation or modification of existing supply agreements and enforcement of contractual terms in disputes before local courts; •the inability to maintain or enforce legal rights and remedies at a reasonable cost or at all; and 26 •the potential for political unrest, expropriation, nationalization, revolution, war or acts of terrorism in countries in which we operate. As we continue to operate our business globally, our success will depend, in part, on our ability to anticipate and effectively manage these and other related risks. We may be unsuccessful in developing and implementing policies and strategies that will be effective in managing these risks in each country where we do business or conduct operations. Our failure to manage these risks successfully could materially harm our business, operating results and financial condition. A drop in the price of energy sources other than wind energy, or our inability to deliver wind blades that compete with the price of other energy sources, may materially harm our business, financial condition and results of operations. We believe that the decision to purchase wind energy is, to a significant degree, driven by the relative cost of electricity generated by wind turbines compared to the applicable price of electricity from traditional (i.e., thermal) and other renewable energy sources. Decreases in the prices of electricity from traditional or renewable energy sources other than wind energy, such as solar, could harm the market for wind energy. In particular, a drop in natural gas prices could lessen the appeal of wind-generated electricity. Technological advancements or the construction of a significant number of power generation plants, including nuclear, coal, natural gas or power plants utilizing other renewable energy technologies, government support for other forms of renewable energy or construction of additional electric transmission and distribution lines could reduce the price of electricity produced by competing methods, thereby making the purchase of wind energy less attractive. The ability of energy conservation technologies, public initiatives and government incentives to reduce electricity consumption or support other forms of renewable energy could also lead to a reduction in the price of electricity, which would undermine the attractiveness of wind energy and thus wind turbines, and, ultimately wind blades. If prices for electricity generated by wind turbines are not competitive, our business, financial condition and results of operations may be materially harmed. We encounter intense competition for limited customers from other wind blade manufacturers, as well as in-house production by wind turbine OEMs, which may make it difficult to enter into supply agreements, keep existing customers and potentially get new customers. We face significant competition from other wind blade manufacturers, and this competition may intensify in the future. The wind turbine market is characterized by a relatively small number of large OEMs. The competitive environment in the wind energy industry recently has become more challenging primarily due to ongoing regulatory uncertainty and wage inflation. This challenging environment may lead to further consolidation in the industry, which could lead to us having even fewer customers. In addition, a significant percentage of wind turbine OEMs, including all of our current customers, produce some of their own wind blades in-house. As a result, we compete for business from a limited number of customers that outsource the production of wind blades. We also compete with a number of wind blade manufacturers in China, who are growing in terms of their technical capability and are in the process of expanding outside of China. Some of our competitors have more experience in the wind energy industry, as well as greater financial, technical or human resources than we do, which may limit our ability to compete effectively with them and maintain or improve our market share. Additionally, our supply agreements dedicate capacity at our facilities to our customers, which may also limit our ability to compete if our facilities cannot accommodate additional capacity. If we are unable to compete effectively for the limited number of customers that outsource production of wind blades, our ability to enter into supply agreements with potential new and existing customers may be materially harmed. Various legislation, infrastructure, regulations including permitting and siting and incentives that are expected to support the growth of wind energy in the U.S. and around the world may not be extended or may be discontinued, phased out or changed, or may not be successfully implemented, which could materially harm wind energy programs and materially decrease demand for the wind blades we manufacture. The U.S. wind energy industry has been dependent in part upon governmental support through certain incentives including federal tax incentives and state RPS programs and may not be economically viable if a large 27 number of these incentives are not continued. Government-sponsored tax incentive programs including the PTC, and the Investment Tax Credit (ITC) have supported the U.S. growth of wind energy. In August 2022, the PTC was extended until the later of 2032 or when greenhouse gas emissions have been reduced by 75% compared to 2022. In addition, a new advanced manufacturing production tax credit (AMPC) was created that can be claimed for the domestic production and sale of clean energy components, such as wind blades. However, in July 2025, the OBBBA was signed into law in the U.S., which resulted in the AMPC being phased out earlier than initially expected, with the credit expiring at the end of December 31, 2027. In addition, the U.S. Presidential administration has issued executive orders that have impacted the onshore wind market, including halting the issuance of permits and leases for new wind projects on public lands in the U.S. pending additional review from multiple federal agencies, resulting in further uncertainty in the wind market. There can be no assurance that governmental programs or subsidies for renewable energy such as the IRA will remain in effect in their present form or at all, or that the required transmission infrastructure expansion occurs, and the elimination, reduction, or modification of these programs or subsidies could materially harm wind energy programs in the U.S. and international markets and materially decrease demand for the wind blades we manufacture and, in turn, materially harm our business, operating results and financial condition. Risks Related to Ownership of Our Common Stock We expect that our common stock will be cancelled without any value delivered to shareholders as a result of the Chapter 11 Cases. Any trading in our common stock during the pendency of our Chapter 11 Cases is highly speculative and poses substantial risks to purchasers of our common stock. In connection with the Chapter 11 Cases, we expect that our common stock will be cancelled. We have a significant amount of indebtedness and other liabilities that are senior to our current shares of common stock in our capital structure, and it is expected that any available value will be distributed in respect of such indebtedness and liabilities and not our common stock. In addition, the value of our existing common stock has substantially decreased leading up to the Chapter 11 Cases. Accordingly, any trading in our common stock during the pendency of our Chapter 11 Cases is highly speculative and poses substantial risks to purchasers of our common shares. There is no assurance that an active market in our common stock will continue at present levels or at all. On August 19, 2025, our common stock was delisted from Nasdaq and is currently quoted in the over-the-counter (the “OTC”) market. OTC is a significantly more limited market than Nasdaq, and quotation on the OTC will likely result in a less liquid market for existing and potential holders of the common stock to trade our common stock and could further depress the trading price of our common stock. There is no guarantee that our common stock will be regularly traded on the OTC, and accordingly, our common stock may become illiquid. We can provide no assurance as to whether broker-dealers will continue to provide public quotes of the common stock on this market, or whether the trading volume of the common stock will be sufficient to provide for an efficient trading market. There is no assurance that an active market for our common stock will continue at present levels or at all, including as a result of being delisted from Nasdaq. As a result, an investor may find it difficult to dispose of our common stock on the timeline and at the volumes they desire, which may limit the liquidity of our common stock and may have a material adverse effect on the market price of our common stock and on our ability to raise additional capital. The termination of the registration of our common stock under the Exchange Act could negatively affect the liquidity and trading prices of our common stock. We expect to file with the SEC a Form 15, Notice of Termination of Registration and Suspension of Duty to File, to voluntarily deregister our common stock and suspend reporting obligations under the Exchange Act as soon as possible. Deregistering our common stock could negatively affect the liquidity, trading volume and trading prices of our common stock. Further, after filing the Form 15, we will not be required to file periodic or current reports with the SEC or provide certain information to our stockholders under the Exchange Act, and many provisions of the Exchange Act will become inapplicable to us. 28 Provisions of Delaware law or our charter documents could delay or prevent an acquisition of our Company, even if the acquisition would be beneficial to our stockholders and could make it more difficult for you to change management. Provisions of Delaware law and our amended and restated certificate of incorporation and amended and restated by-laws may discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions may also prevent or delay attempts by stockholders to replace or remove our current management or members of our board of directors. These provisions include: a classified board of directors; limitations on the removal of directors; advance notice requirements for stockholder proposals and nominations; the inability of stockholders to act by written consent or to call special meetings; the ability of our board of directors to make, alter or repeal our amended and restated by-laws; and the authority of our board of directors to issue preferred stock with such terms as our board of directors may determine. The affirmative vote of the holders of at least 75% of our shares of capital stock entitled to vote, and not less than 75% of the outstanding shares of each class entitled to vote thereon as a class, is necessary to amend or repeal the above provisions that are contained in our amended and restated certificate of incorporation. In addition, absent approval of our board of directors, our amended and restated by-laws may only be amended or repealed by the affirmative vote of the holders of at least 75% of our shares of capital stock entitled to vote. In addition, we are subject to the provisions of Section 203 of the Delaware General Corporation Law, which limits business combination transactions with stockholders of 15% or more of our outstanding voting stock that our board of directors has not approved. These provisions and other similar provisions make it more difficult for stockholders or potential acquirers to acquire us without negotiation. These provisions may apply even if some stockholders may consider the transaction beneficial to them. As a result, these provisions could limit the price that investors are willing to pay in the future for shares of our common stock. These provisions might also discourage a potential acquisition proposal or tender offer, even if the acquisition proposal or tender offer is at a premium over the then current market price for our common stock.

Our headquarters is located in Scottsdale, Arizona, and we lease various other facilities in the U.S., Mexico, India, Denmark, Germany and Spain. We believe that our properties are generally in good condition, are well maintained and are generally suitable and adequate to carry out our business at expected capacity for the foreseeable future. The table below lists various information regarding our facilities as of March 25, 2026: Operating Year Leased or Approximate Location Segment Commenced Owned Square Footage Description of Use Newton, IA, U.S. U.S. 2008 Leased 337,922 Wind Blade Manufacturing Facility Juárez, Mexico Mexico 2013 Leased 345,984 Wind Blade Manufacturing Facility Juárez, Mexico Mexico 2016 Leased 453,096 Wind Blade Manufacturing Facility Juárez, Mexico Mexico 2016 Leased 339,386 Wind Blade Manufacturing Facility Matamoros, Mexico Mexico 2017 Leased 527,442 Wind Blade Manufacturing Facility Santa Teresa, NM, U.S. Mexico 2014 Leased 503,710 Wind Blade Storage Facility Kolding, Denmark U.S. 2018 Leased 2,583 Advanced Engineering Center Chennai, India India 2019 Leased 776,280 Wind Blade Manufacturing Facility Madrid, Spain EMEA 2021 Leased 26,124 Wind Blade Services Facility Scottsdale, AZ, U.S. U.S. 2023 Leased 12,993 Corporate Headquarters Berlin, Germany U.S. 2023 Leased 4,239 Engineering Center Des Moines, IA, U.S. U.S. 2023 Leased 26,640 Wind Blade Services Facility Santa Teresa, NM, U.S. U.S. 2025 Leased 16,000 Research and Development Facility

For a discussion of our legal proceedings, refer to Note 18 – Commitments and Contingencies – Legal Proceedings of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K.

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes included in Part II, Item 8 of this Annual Report on Form 10-K and other financial information appearing elsewhere in this Annual Report on Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report on Form 10-K, including information with respect to plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those described in or implied by these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Annual Report on Form 10-K, particularly those under “Risk Factors” included in Part I, Item 1A of this Annual Report on Form 10-K. OVERVIEW Our Company We are an independent manufacturer of composite wind blades for the wind energy market with a manufacturing footprint currently in the U.S., Mexico, and India. We deliver high-quality, cost-effective composite solutions through long-term relationships with leading original equipment manufacturers in the wind market. We also provide field service inspection and repair services to our OEM customers and wind farm owners and operators. We are headquartered in Scottsdale, Arizona and operate wind blade manufacturing facilities in the U.S., Mexico, and India. We operate additional engineering development centers in Denmark and Germany, and field services facilities in the U.S. and Spain. For a further overview of our Company, refer to the discussion in “Business—Overview” included in Part I, Item 1 of this Annual Report on Form 10-K. We completed the divestiture of our automotive business in June 2024, our tooling business in August 2025, and our Türkiye business in September 2025. The Company determined that the sale of the Türkiye and automotive businesses represented strategic shifts that had major effects on the Company’s operations and financial results. Accordingly, the historical results of the Türkiye and automotive businesses have been reclassified as discontinued operations for all periods presented in the consolidated financial statements. The following discussion reflects continuing operations only, unless otherwise indicated. For further information regarding our discontinued operations, refer to Note 4 – Discontinued Operations of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K. Voluntary Petitions for Reorganization under Chapter 11 and Section 363 Sale Process The Chapter 11 Cases were filed in order to facilitate a financial and operational restructuring of the Company’s business and balance sheet. The Company continues to operate its business as “debtor-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. The Debtors filed customary “first-day” motions with the Bankruptcy Court seeking authorization to support ongoing operations during the Chapter 11 Cases, including to (i) pay employee wages and benefits, (ii) pay certain critical vendors and suppliers for goods and services provided before the commencement of the Chapter 11 Cases, (iii) establish procedures for trading the Company’s stock, and (iv) continue honoring insurance and tax obligations as they come due. The Debtors also filed a motion seeking approval of procedures for the sale of all or any of the Debtors’ assets pursuant to section 363 of the Bankruptcy Code. The Transaction Committee of the Company’s Board of Directors engaged third parties to advise on the Company’s strategic options, including a potential sale of all, substantially all, or a portion of the Debtors’ assets in connection with the Chapter 11 Cases. The Company has incurred, and continues to incur, material reorganization expenses as a result of the Chapter 11 Cases. Automatic Stay The commencement of the Chapter 11 Cases constituted an event of default that accelerated all of the Company’s obligations under the documents governing the 11% Senior Secured Term Loan (“the Term Loan”) and the 5.25% Convertible Senior Unsecured Notes (the “Convertible Notes”), amounting to borrowings of approximately $471.8 million and $135.3 million, respectively, as of the petition date, including accrued but unpaid 34 interest in respect thereof, as well as obligations under other Company agreements. As a result of the commencement of the Chapter 11 Cases, the principal amount, together with accrued and unpaid fees and interest thereon, and in the case of the indebtedness outstanding under the Senior Secured Term Loan, the paid-in-kind interest, became immediately due and payable. Any efforts to enforce payment obligations under the debt instruments are automatically stayed as a result of the Chapter 11 Cases and the creditors’ rights in respect of the debt instruments are subject to the applicable provisions of the Bankruptcy Code. As a result of the forgoing acceleration event, all of the Company's outstanding indebtedness, including indebtedness subject to cross default provisions, has been classified as current debt in the accompanying consolidated balance sheet as of December 31, 2025. DIP Financing In connection with the filing of the Chapter 11 Cases, the Debtors entered into a DIP Credit Agreement, pursuant to which, the DIP Lenders have agreed to provide the Company with a multiple draw term loan facility in an aggregate principal amount not to exceed $82.5 million (the “DIP Facility”). Under the DIP Facility, (i) $7.5 million of new money (the “DIP Tranche 1”) became available following Bankruptcy Court approval of the DIP Credit Agreement on an interim basis (the “Interim DIP Order”) on August 13, 2025, and (ii) up to $20 million of new money (the “DIP Tranche 2”) will become available, subject to the satisfaction of certain other funding conditions, following Bankruptcy Court approval of the DIP Facility on a final basis (the “Final DIP Order”) on October 14, 2025, and (iii) up to $55 million of the principal amount outstanding under the senior secured term loan (“Senior Secured Term Loan”) issued under the existing Credit Agreement and Guaranty, dated as of December 14, 2023, by and among the Company, as the borrower, the Companies parties thereto as guarantors, the senior secured lenders party thereto, as the lenders, and Oaktree Fund Administration, LLC, as the administrative agent (as amended, restated, or otherwise modified from time to time prior to the date thereof, the “Existing Credit Agreement”), may be rolled into the DIP Facility, subject to the terms of the DIP Credit Agreement and approval from the Bankruptcy Court. The DIP Facility will mature nine months from the Petition Date. The interest on the loans shall accrue at a per annum rate equal to SOFR + 9%, which interest shall be payable in kind. Upon the occurrence and during the continuance of an event of default, unless otherwise waived by the DIP Lenders, the interest rate on all obligations (including interest on overdue principal, interest and other amounts) shall accrue at an additional 2% per annum. The DIP Credit Agreement contains mandatory and voluntary prepayment provisions customary for transactions of this type (including with respect to proceeds of debt, asset sales, and insurance/condemnation events), which provide that, among other things, voluntary prepayments are permitted without prepayment premiums or penalties. The DIP Credit Agreement also contains certain restrictive loan covenants and events of default customary for credit facilities of this type. On August 14, 2025, the Company received $7.5 million in DIP Tranche 1 borrowings under the DIP Facility, which was used (i) to pay amounts, fees, costs and expenses related to the Chapter 11 Cases and (ii) for working capital and general corporate purposes. Concurrently with the funding of the DIP Tranche 1, the DIP Lenders rolled up their ratable share of Senior Secured Term Loan obligations in an amount equal to two times the amount of new money borrowed under such DIP Tranche 1, or $15.0 million (the “Initial Roll-Up Loan”). The Initial Roll-Up Loan was deemed funded pursuant to the DIP Credit Agreement on a cashless, dollar-for-dollar basis and constituted DIP Financing obligations on the day such roll-up became effective, and satisfied and discharged an equal amount of Senior Secured Term Loan obligations as if a payment in such amount had been made under the Existing Credit Agreement on such date. In addition, an upfront commitment fee in an amount equal to 3.00% of the aggregate amount of the DIP Tranche 1 borrowing was fully earned and payable to the DIP Lenders in the form of additional DIP Financing obligations on the funding date of the DIP Tranche 1. As of December 31, 2025, the Company had outstanding borrowings of $23.9 million under the DIP Facility, consisting of $7.5 million of DIP Tranche 1 borrowings, $15.0 million of Initial Roll-Up Loans, $0.2 million of commitment fees, and $1.2 million of paid in kind interest. DIP Default On March 1, 2026, the Company received a letter from the DIP Lenders regarding an Event of Default occurring under the DIP Credit Agreement. The letter notified and confirmed to the Company that, because, among other things, as of the date of the letter, the Bankruptcy Court has not entered a Disclosure Statement Order (nor any 35 other order approving the adequacy of a disclosure statement in connection with a chapter 11 plan for the Debtors), an Event of Default under the DIP Credit Agreement has occurred and is continuing pursuant to Section 11.01(g) (Events of Default) of the DIP Credit Agreement (the “DIP Default”). On March 16, 2026, the DIP Lenders agreed to waive the DIP Default, extend the maturity date under the DIP Credit Agreement and consent to the Vestas Sale Transactions, ECP Sale Transaction and GEV Transaction as set forth in more detail in the Oaktree Consent Term Sheet filed with the Bankruptcy Court. KEY TRENDS AND RECENT DEVELOPMENTS AFFECTING OUR BUSINESS Market update Geopolitical events around the world have accelerated regional needs for energy independence and security. Climate change also continues to drive the need for renewable energy solutions and net-zero carbon emissions. The global demand for clean energy continues to rise, driven by factors such as the growing need for data centers dedicated to artificial intelligence, semiconductor chip manufacturers, the adoption of electric vehicles, and the electrification of buildings. The U.S. continues to be our most important market. However, the U.S. market has been impacted by recent government policy uncertainty for renewable energy coming from the current administration, which has resulted in a reduction in orders and investment dollars flowing into wind projects. In July 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S., which significantly changes the current wind energy tax credits, and phases out certain tax credits for wind components produced and sold after December 31, 2027. While this may result in higher near-term demand for wind blades in order for our customers to qualify for tax credits prior to expiration, these changes could have long-term implications that contribute to an overall lower outlook in the U.S. wind market. We continue to monitor the global tariffs announced by the U.S. and assess the impacts of such tariffs on our business. Currently, the wind blades manufactured in our Mexico facilities that are imported into the U.S. are exempt from tariffs as they qualify under the U.S.-Mexico-Canada Agreement (USMCA) that has been in effect since July 2020. The wind blades manufactured in our India facilities are typically transferred to our customers once they have left our facilities and any import duties at the final installation destination are borne by our customers. We are subject to current tariffs on certain raw materials imported into the U.S. and/or Mexico for use in production at our recently started Iowa manufacturing facility as well as our Mexico manufacturing facilities, but these are not expected to have a material impact on our business and can generally be passed on to our customers. In addition, on August 13, 2025, the U.S. Department of Commerce initiated an investigation into the national security implications of importing wind turbines, parts, and components under Section 232 of the Trade Expansion Act of 1962 (“Section 232”). This Section 232 investigation is still ongoing and may potentially lead to new tariffs on our wind blade products that are imported into the U.S. and the materials we source to manufacture such wind blades. The current environment in the U.S. surrounding tariffs has been extremely fluid under the current presidential administration, and potential revisions to the U.S. tariff structure could materially affect the company’s results of operations. During the year ended December 31, 2025, our results of operations in Mexico were significantly impacted by lower than expected production volume due to temporary production stoppages subsequent to the Petition Date due to material shortages and supply chain challenges as a result of the Chapter 11 Cases. Our liquidity and results of operations were also significantly impacted in the fourth quarter of 2025, due to temporary delays on the import of finished wind blades from Mexico into the U.S. Ongoing inflationary pressures have caused and may continue to cause many of our production expenses to increase, which adversely impacts our results of operations. The government of Mexico increased minimum wages approximately 13% and 22%, effective January 1, 2026 and 2025, respectively. In March 2025, we agreed to an amendment to our collective bargaining agreement with our associates in Matamoros, Mexico, and extended such agreement through March 2027. While our customer contracts allow us to pass a portion of these increases to our customers, we will not be able to recover 100% of the increased labor costs caused by this wage inflation. If our manufacturing facilities in Mexico continue to experience wage inflation and the increased costs in local currency are not offset with favorable foreign currency fluctuations, such elevated wages will have a material impact on our results of operations. Customs Review 36 U.S. Customs and Border Protection (“CBP”) is currently reviewing certain of the wind blade models that are manufactured at our facilities in Mexico pursuant to the Uyghur Forced Labor Prevention Act (“UFLPA”). As a result of these reviews, CBP has restricted the importation of these wind blades into the U.S. while the matter remains under investigation. Although we are confident that our wind blade supply chain does not source materials from the Xinjiang Uyghur Autonomous Region of China, the UFLPA establishes a rebuttable presumption that goods mined, produced, or manufactured wholly or in part in the Xinjiang Uyghur Autonomous Region of China, or by certain identified entities, are made with forced labor and are therefore prohibited from entry into the U.S. unless the importer can demonstrate otherwise to the satisfaction of CBP. Because of the current CBP actions, a substantial portion of the wind blades manufactured at our Mexico facilities are unable to be imported into the U.S. market. The inability to import these wind blades has significantly disrupted, and may continue to disrupt, our supply chain, reduce available inventory for U.S. customers, delay deliveries, and result in lost sales. In addition, these CBP reviews have required and may continue to require significant management attention, internal resources, and legal and compliance costs as we work to respond to CBP’s inquiries and further demonstrate compliance with applicable laws. The outcome and duration of the CBP reviews are uncertain. If we are unable to satisfactorily resolve the matter, CBP may continue to detain, exclude, or seize affected wind blades, which could further restrict our ability to serve customers in the U.S. and may require us to modify our sourcing, manufacturing, or supply chain practices. Any prolonged disruption in our ability to import wind blades into the U.S., or any adverse findings by CBP, will have a further, material adverse effect on our business, financial condition, and results of operations. Sale of Turkish Operations While long-term onshore market growth in Europe remains in sight, the economic viability of pursuing that demand with European-based manufacturing is becoming increasingly challenging. Historically, we have serviced the European market with our plants in Türkiye. However, the hyperinflationary environment in Türkiye and Türkiye’s monetary policy continues to limit Turkish Lira devaluation, resulting in a very challenging environment to export goods out of Türkiye. Furthermore, while we have successfully competed with Chinese wind blade manufacturers for years, their recent aggressive push to expand their presence in Europe and other regions outside of North America, supported by the Chinese government, has added to the challenging competitive environment outside of the U.S. Unlike the U.S., which has implemented tariffs to protect against unfair competition and tax laws to encourage near shoring and domestic manufacturing, European governments have not taken similar steps to meaningfully help suppliers like us that supply components to our OEM customers. The implementation of the Foreign Subsidies Regulation (FSR) by the EU and its recent more aggressive actions to combat unfairly subsidized Chinese products are encouraging, but their focus to date has been on protecting OEMs and active parts of wind turbines that could potentially be controlled remotely versus passive parts, such as the blades that we manufacture for our customers. As a result of these market factors and the ongoing labor strike by the manufacturing production employees at the two facilities in Türkiye, the Company began pursuing strategic alternatives with respect to its operations in Türkiye. On September 10, 2025, the Company completed the sale and transfer of its equity interests in the Turkish business on an “as-is” basis, whereby the purchaser acquired all assets and assumed all liabilities, including the debt obligations of the Turkish subsidiaries, recognizing a $10.3 million gain on sale of discontinued operations. Vestas Transaction On March 4, 2026, following a competitive marketing process to sell all or part of the Debtors’ asset pursuant to section 363 of the Bankruptcy Code, the Company and certain of its direct and indirect subsidiaries (collectively, the “Sellers”), entered into various agreements with Vestas Wind Systems A/S and certain of its subsidiaries (collectively, “Vestas”), pursuant to which the Company will sell and transfer its manufacturing business in Chennai, India for a purchase price of approximately $10.0 million, and its manufacturing business in Matamoros, Mexico for a purchase price of approximately $14.0 million (collectively, the “Vestas Sale Transactions”). The Sellers currently manufacture wind blades for Vestas at these facilities. In each instance, the Vestas Sale Transactions are subject to certain purchase price adjustments and the assumption of certain liabilities and are subject to a number of closing conditions and may be terminated by either party under certain circumstances, 37 including among others, if the Vestas Sale Transactions are not closed by June 30, 2026. Refer to Note 24 – Subsequent Events for further information regarding the Vestas Sale Transactions. ECP Transaction Further, on March 6, 2026, the Company and certain of its direct and indirect subsidiaries (collectively, the “ECP Seller Parties”) entered into a Stock and Asset Purchase Agreement (the “ECP Purchase Agreement”) with ECP Blade Holdings LLC (“ECP Buyer”). Pursuant to the ECP Purchase Agreement, the ECP Seller Parties will sell and transfer to ECP Buyer (i) all of the equity interests of certain foreign indirect subsidiaries of the Company, and (ii) substantially all of the assets primarily related to the Company’s wind blade manufacturing business at facilities located in the U.S. and Mexico, other than the assets to be sold pursuant to the Vestas Sale Transaction (the “ECP Business”) in exchange for approximately $20.0 million in cash, subject to certain purchase price adjustments and the assumption of certain liabilities, each as set forth in the ECP Purchase Agreement (the “ECP Sale Transaction”). The ECP Sale Transaction is subject to a number of closing conditions and may be terminated by either party under certain circumstances, including among others, if the ECP Sale Transaction has not been consummated by June 30, 2026, subject to extension in certain circumstances. Refer to Note 24 – Subsequent Events for further information regarding the ECP Sale Transaction. GE Vernova Transaction Additionally, on March 16, 2026, the Company and certain of its direct and indirect subsidiaries (collectively, the “Back-Up Bidder Seller Parties”) entered into a Term Sheet (the “GE Vernova Term Sheet”) with GE Vernova International LLC (“GE Vernova”), setting forth the terms of definitive documentation to be entered into among the Back-Up Bidder Seller Parties and GE Vernova (the “Back-Up Bidder Documentation”). Pursuant to the GE Vernova Term Sheet, in the event that the ECP Purchase Agreement is terminated and subject to other conditions set forth in the GE Vernova Term Sheet, the Back-Up Bidder Seller Parties will sell and transfer to GE Vernova, free and clear of all liens, interests, and encumbrances (except as will be set forth in the Back-Up Bidder Documentation) pursuant to section 363 of the Bankruptcy Code certain assets of the Back-Up Bidder Seller Parties, including assets related to wind blade manufacturing at our Iowa facility and all related storage facilities used in connection with such manufacturing and other intellectual property related to wind blade manufacturing of the blade types (including, but not limited to, design, technical support, and other items) (the “GEV Business”), in exchange for approximately $21.0 million in cash (the “GE Vernova Transaction”). Pursuant to the GE Vernova Term Sheet, the consummation of the GE Vernova Transaction shall be subject to a number of closing conditions, including, among other things, (i) entry by the Bankruptcy Court of an order approving the GE Vernova Transaction, (ii) termination of the ECP Purchase Agreement, and (iii) conditions with respect to the accuracy of representations and warranties and compliance with covenants to be set forth in the Back-Up Bidder Documentation. If the ECP Purchase Agreement is terminated and the GE Vernova Transaction is not consummated prior to August 31, 2026, GE Vernova is obligated to purchase the certain obligations of the DIP Lenders under the DIP Credit Agreement from the DIP Lenders. Refer to Note 24 – Subsequent Events for further information regarding the GE Vernova Transaction. Going Concern Overall, the various economic challenges presented in the markets where we operate, as discussed above, continue to create uncertainty in the industry’s near-term outlook and continue to challenge our operations. Based on our evaluation of our current forecast and liquidity assessment, we have concluded that these factors raise substantial doubt about the Company’s ability to continue as a going concern. On August 11, 2025, the Company filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code in the Bankruptcy Court, which is an event of default that accelerated our debt obligations. While the Company is actively undergoing a restructuring, there can be no assurance that such restructuring will be successfully implemented or that it will be sufficient to mitigate the financial conditions raising substantial doubt about our ability to continue as a going concern. As a result, substantial doubt exists that the Company will be able to continue as a going concern for a period of at least twelve months from the issuance date of this Annual Report on Form 10-K. The consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty. 38 COMPONENTS OF RESULTS OF OPERATIONS Net Sales We recognize revenue from the majority of our manufacturing services over time as our customers control the product as it is produced, and we may not use or sell the product to fulfill other customers’ contracts. Net sales include amounts billed to our customers for our products as well as the progress towards the completion of the performance obligation for products in progress, which is determined on a ratio of direct costs incurred to date in fulfillment of the contract to the total estimated direct costs required to complete the performance obligation. Cost of Goods Sold Cost of goods sold includes the costs we incur at our production facilities to make products saleable on both products invoiced during the period as well as products in progress towards the satisfaction of the related performance obligations for which we have an enforceable right to payment upon termination and we may not use or sell the product to fulfill other customers’ contracts. All costs incurred at our production facilities, as well as the allocated portion to our production facilities of costs incurred at our corporate headquarters and our research facilities, are directly or indirectly related to the manufacturing of products or services and are presented in cost of goods sold. Cost of goods sold includes such items as raw materials, direct and indirect labor and facilities costs, including purchasing and receiving costs, plant management, inspection costs, production process improvement activities, product engineering and internal transfer costs. In addition, all depreciation associated with assets used in the production of our products is also included in cost of goods sold. Direct labor costs consist of salaries, benefits and other personnel related costs for associates engaged in the manufacturing of our products and services. All direct labor costs, excluding non-productive labor costs, are included in the measure of progress towards completion of the relevant performance obligation when determining revenue to be recognized during the period. Startup and transition costs are primarily unallocated fixed overhead costs and underutilized direct labor costs incurred during the period production facilities are transitioning wind blade models and ramping up manufacturing. The cost of sales for the initial products from a new model manufacturing line is generally higher than when the line is operating at optimal production volume levels due to inefficiencies during ramp-up related to labor hours per blade, cycle times per blade and raw material usage. Additionally, these costs as a percentage of net sales are generally higher during the period in which a facility is ramping up to full production capacity due to underutilization of the facility. Manufacturing overhead at each of our facilities includes virtually all indirect costs (including share-based compensation costs) incurred at the plants, including engineering, finance, information technology, human resources and plant management. General and Administrative Expenses General and administrative expenses primarily relate to the unallocated portion of costs incurred at our corporate headquarters and our research facilities and include salaries, benefits and other personnel related costs for associates engaged in research and development, engineering, finance, internal audit, information technology, human resources, business development, global operational excellence, global supply chain, in-house legal and executive management. Other costs include outside legal and accounting fees, risk management (insurance), share-based compensation and certain other administrative and global resources costs. The unallocated research and development expenses incurred at our Kolding, Denmark advanced engineering center and our Berlin, Germany engineering center are also included in general and administrative expenses. For the years ended December 31, 2025, 2024 and 2023, research and development expenses totaled $1.6 million, $1.3 million and $1.4 million, respectively. Loss on Sale of Assets and Asset Impairments Loss on sale of assets represents the losses on the sale of certain receivables, on a non-recourse basis under accounts receivable assignment agreements with our customers, to financial institutions and losses on the sale of other assets at our corporate and manufacturing facilities. Asset impairments represent the losses on the impairment of our assets at our corporate and manufacturing facilities. 39 Gain on extinguishment of Series A Preferred Stock Gain on extinguishment of Series A Preferred Stock, par value $0.01 per share (the Series A Preferred Stock), represents the gain recognized as a result of the cashless exchange of all of the outstanding Series A Preferred Stock for the senior secured term loan (the Term Loan) under the Credit Agreement that we entered into in December 2023. See Note 14 – Debt for further discussion of the gain recognized. Restructuring Charges, net Restructuring charges, net primarily consist of associate severance, one-time termination benefits and ongoing benefits related to the reduction of our workforce and other costs associated with exit activities, which may include costs related to leased facilities to be abandoned and facility and associate relocation costs. For the year ended December 31, 2025, restructuring charges, net also includes approximately $23.2 million of professional fees related to our debt restructuring efforts prior to the filing of the Chapter 11 Cases (the “pre-petition professional fees”). Other Income (Expense) Other income (expense) consists of interest expense on our debt borrowings, the amortization of deferred financing costs on such borrowings, the amortization of the debt discount on our Term Loan, foreign currency income and losses, interest income on money market accounts, losses on extinguishment of debt and miscellaneous income and expense. Reorganization items, net Reorganization items, net consists of costs associated with the Chapter 11 Cases, primarily related to professional fees. For the year ended December 31, 2025, we incurred approximately $54.5 million of post-petition professional fees, $3.9 million of employee retention costs, $2.5 million of interest expense related to the write-off of debt issuance costs and $0.3 million of other bankruptcy-related costs, offset by $11.6 million of gains on adjustments to liabilities subject to compromise. Income Taxes Income taxes consists of federal, state, provincial, local and foreign taxes based on income in jurisdictions in which we operate, including in the U.S., Mexico, India and various countries within Europe. The income tax rate, tax provisions, deferred tax assets and liabilities vary according to the jurisdiction in which the income or loss arises. Tax laws are complex and subject to different interpretations by management and the respective governmental taxing authorities and require us to exercise judgment in determining our income tax provision, our deferred tax assets and liabilities and the valuation allowance recorded against our net deferred tax assets. KEY METRICS USED BY MANAGEMENT TO MEASURE PERFORMANCE In addition to measures of financial performance presented in our consolidated financial statements in accordance with GAAP, we use certain other financial measures and operating metrics to analyze our performance. These “non-GAAP” financial measures consist of EBITDA, adjusted EBITDA, free cash flow and net cash (debt), which help us evaluate growth trends, establish budgets, assess operational efficiencies, oversee our overall liquidity, and evaluate our overall financial performance. The key operating metrics consist of wind blade sets produced, estimated megawatts of energy capacity to be generated by wind blade sets produced, utilization, dedicated manufacturing lines, manufacturing lines installed, and weighted-average sales price (ASP) per wind blade, all of which help us evaluate our operational performance. We believe that these measures are useful to investors in evaluating our performance. 40 Key Financial Measures The following discussion reflects continuing operations only, unless otherwise indicated. Certain prior period amounts have been reclassified to conform to the current period's presentation. The key financial measures as of and for the years ended December 31 are as follows: 2025 2024 2023 (in thousands) Net sales $ 918,457 $ 889,991 $ 863,919 Net loss from continuing operations (324,353 ) (222,755 ) (189,329 ) EBITDA(1) (209,938 ) (108,210 ) (145,424 ) Adjusted EBITDA(1) (112,263 ) (84,996 ) (120,980 ) Net cash provided by (used in) operating activities (126,412 ) 12,498 (80,972 ) Capital expenditures(2) 14,531 26,201 36,137 Free cash flow(1)(2) (140,943 ) (13,703 ) (117,109 ) Total debt, net of debt issuance costs and debt discount 456,053 500,990 421,680 Net cash (debt)(1) (441,637 ) (302,970 ) (259,705 ) (1)See below for more information and a reconciliation of EBITDA, adjusted EBITDA, free cash flow and net cash (debt) to net loss from continuing operations attributable to common stockholders, net cash provided by (used in) operating activities and total debt, net of debt issuance costs and debt discount, respectively, the most directly comparable financial measures calculated and presented in accordance with GAAP. (2)Capital expenditures and free cash flow include amounts from discontinued operations. Refer to consolidated statements of cash flows for more information. EBITDA and adjusted EBITDA We define EBITDA, a non-GAAP financial measure, as net income or loss from continuing operations plus interest expense, income taxes and depreciation and amortization. We define adjusted EBITDA as EBITDA plus any share-based compensation expense, plus or minus any foreign currency losses or income, plus or minus any losses or gains from the sale of assets and asset impairments, plus any restructuring charges, plus any reorganization items. Adjusted EBITDA is the primary metric used by our management and our board of directors to establish budgets and operational goals for managing our business and evaluating our performance. We monitor adjusted EBITDA as a supplement to our GAAP measures, and believe it is useful to present to investors, because we believe that it facilitates evaluation of our period-to-period operating performance by eliminating items that are not operational in nature, allowing comparison of our recurring core business operating results over multiple periods unaffected by differences in capital structure, capital investment cycles and fixed asset base. In addition, we believe adjusted EBITDA and similar measures are widely used by investors, securities analysts, ratings agencies, and other parties in evaluating companies in our industry as a measure of financial performance and debt-service capabilities. Our use of adjusted EBITDA has limitations as an analytical tool and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are: •adjusted EBITDA does not reflect the net income or loss from discontinued operations; •adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; •adjusted EBITDA does not reflect our cash expenditures for capital equipment or other contractual commitments; •adjusted EBITDA does not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our indebtedness; •adjusted EBITDA does not reflect the dividends to our extinguished Series A Preferred Stockholders or accretion of the Series A Preferred Stock; •adjusted EBITDA does not reflect the gain on extinguishment of our Series A Preferred Stock; 41 •adjusted EBITDA does not reflect losses on extinguishment of debt relating to prepayment penalties, termination fees and the write off of any remaining debt discount and debt issuance costs upon the repayment or refinancing of our debt; •adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; •although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect capital expenditure requirements relating to the future need to augment or replace those assets; •adjusted EBITDA does not reflect share-based compensation expense on equity-based incentive awards to our officers, associates, directors and consultants; •adjusted EBITDA does not reflect the foreign currency income or losses in our operations; •adjusted EBITDA does not reflect the gains or losses on the sale of assets and asset impairments; •adjusted EBITDA does not reflect restructuring charges; •adjusted EBITDA does not reflect reorganization items; and •other companies, including companies in our industry, may calculate EBITDA and adjusted EBITDA differently, which reduces their usefulness as comparative measures. In evaluating EBITDA and adjusted EBITDA, you should be aware that in the future, we will incur expenses similar to the adjustments noted herein. Our presentations of EBITDA and adjusted EBITDA should not be construed as suggesting that our future results will be unaffected by these expenses or any unusual or non-recurring items. When evaluating our performance, you should consider EBITDA and adjusted EBITDA alongside other financial performance measures, including our net income (loss) and other GAAP measures. Free cash flow We define free cash flow as net cash provided by (used in) operating activities less capital expenditures. We believe free cash flow is a useful measure for investors because it portrays our ability to generate cash from our business for purposes such as repaying maturing debt and accrued interest paid in kind on debt and funding business acquisitions. Net cash (debt) We define net cash (debt) as total unrestricted cash and cash equivalents less the total amount of debt outstanding. The total amount of debt outstanding is comprised of the long-term debt and current maturities of long-term debt, net of debt issuance costs and debt discounts, as presented in our consolidated balance sheets. We believe that the presentation of net cash (debt) provides useful information to investors because our management reviews net cash (debt) as part of our oversight of overall liquidity, financial flexibility and leverage. Net cash (debt) is important when we consider opening new manufacturing facilities and expanding existing manufacturing facilities, as well as for capital expenditure requirements. The following tables reconcile our non-GAAP key financial measures to the most directly comparable GAAP measures: 42 EBITDA and adjusted EBITDA for the years ended December 31 are reconciled as follows: 2025 2024 2023 (in thousands) Net loss attributable to common stockholders $ (340,802 ) $ (240,707 ) $ (177,612 ) Net loss (income) from discontinued operations 16,449 17,952 12,450 Net loss from continuing operations attributable to common stockholders (324,353 ) (222,755 ) (165,162 ) Preferred stock dividends and accretion — — 58,453 Gain on extinguishment of Series A Preferred Stock — — (82,620 ) Net loss from continuing operations (324,353 ) (222,755 ) (189,329 ) Adjustments: Depreciation and amortization 21,694 22,114 26,268 Interest expense, net 88,990 84,720 6,526 Income tax provision 3,731 7,711 11,111 EBITDA (209,938 ) (108,210 ) (145,424 ) Share-based compensation expense 2,432 6,193 8,738 Foreign currency loss (income), net 5,310 617 293 Loss on sale of assets and asset impairments 14,757 15,085 15,373 Restructuring charges, net 25,585 1,319 40 Reorganization items, net 49,591 — — Adjusted EBITDA $ (112,263 ) $ (84,996 ) $ (120,980 ) Free cash flow, which includes discontinued operations, for the years ended December 31 is reconciled as follows: 2025 2024 2023 (in thousands) Net cash provided by (used in) operating activities $ (126,412 ) $ 12,498 $ (80,972 ) Less capital expenditures (14,531 ) (26,201 ) (36,137 ) Free cash flow $ (140,943 ) $ (13,703 ) $ (117,109 ) Net cash (debt) as of December 31 is reconciled as follows: 2025 2024 2023 (in thousands) Cash and cash equivalents $ 13,899 $ 143,300 $ 119,894 Cash and cash equivalents of discontinued operations 517 54,720 42,081 Total debt, net of debt issuance costs and debt discount (456,053 ) (500,990 ) (421,680 ) Net cash (debt) $ (441,637 ) $ (302,970 ) $ (259,705 ) 43 Key Operating Metrics (1) The key operating metrics as of and for the year ended December 31 are as follows: 2025 2024 2023 Sets 1,615 1,406 1,568 Estimated megawatts 5,528 5,688 6,611 Utilization 76 % 73 % 75 % Dedicated manufacturing lines 26 24 26 Manufacturing lines installed 26 24 26 Wind blade ASP (in $ thousands) $ 177 $ 197 $ 170 (1)See below for more information on each of our key operating metrics. Sets represents the number of wind blade sets, consisting of three wind blades each, which we produced worldwide during the period. We monitor sets and believe that presenting sets to investors is helpful because we believe that it is the most direct measurement of our manufacturing output during the period. Sets primarily impact net sales. Estimated megawatts are the energy capacity to be generated by wind blade sets produced during the period. Our estimate is based solely on name-plate capacity of the wind turbine on which the wind blades we manufacture are expected to be installed. We monitor estimated megawatts and believe that presenting estimated megawatts to investors is helpful because we believe that it is a commonly followed measurement of energy capacity across our industry and provides an indication of our share of the overall wind blade market. Utilization represents the percentage of the number of wind blades produced during the period compared to the total potential wind blade capacity of the manufacturing lines installed during the period. We monitor utilization because we believe it helps investors to better understand how close we are to operating at maximum production capacity. Dedicated manufacturing lines are the number of wind blade manufacturing lines that we have dedicated to our customers pursuant to our supply agreements at the end of the period. We monitor dedicated manufacturing lines and believe that presenting this metric to investors is helpful because we believe that the number of dedicated manufacturing lines is the best indicator of demand for the wind blades we manufacture for customers under our supply agreements in any given period. Lines become dedicated upon the execution of a supply agreement; this means that lines are typically dedicated before they are installed. Manufacturing lines installed represents the number of wind blade manufacturing lines installed and either in operation, startup or transition during the period. We believe that total manufacturing lines installed provides an understanding of the number of manufacturing lines installed and either in operation, startup or transition. From time to time, we have manufacturing lines installed that are not dedicated to our customers pursuant to a supply agreement. Wind blade ASP represents the average sales price (ASP) during the period for a single wind blade that we manufacture for our customers. We monitor wind blade ASP and believe that presenting it to investors is helpful as it is the most direct measurement of our pricing structure with our customers under our supply agreements and directly impacts net sales. 44 RESULTS OF OPERATIONS Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 The following table summarizes certain of our operating results as a percentage of net sales for the years ended December 31 that have been derived from our consolidated statements of operations: 2025 2024 Net sales 100.0 % 100.0 % Cost of sales 109.4 103.4 Startup and transition costs 2.6 4.7 Total cost of goods sold 112.0 108.1 Gross loss (12.0 ) (8.1 ) General and administrative expenses 3.1 5.2 Loss on sale of assets and asset impairments 1.6 1.7 Restructuring charges, net 2.8 0.1 Loss from continuing operations (19.5 ) (15.1 ) Total other expense (10.0 ) (9.1 ) Loss before income taxes (29.5 ) (24.2 ) Reorganization items, net (5.4 ) 0.0 Income tax provision (0.4 ) (0.8 ) Net loss from continuing operations (35.3 ) (25.0 ) Net loss from discontinued operations (1.8 ) (2.0 ) Net loss attributable to common stockholders (37.1 )% (27.0 )% Net sales Consolidated discussion The following table summarizes our net sales by product/service for the years ended December 31: Change 2025 2024 $ % (in thousands) Wind blade, tooling and other wind related sales $ 869,921 $ 860,222 $ 9,699 1.1 % Field service, inspection and repair services sales 48,536 29,769 18,767 63.0 Total net sales $ 918,457 $ 889,991 $ 28,466 3.2 % The increase in wind blade, tooling, and other wind-related (collectively, Wind) sales for the year ended December 31, 2025, as compared to the same period in 2024,was primarily due to a 15% increase in the number of wind blades produced, partially offset by liquidated damages as a result of certain production challenges at our Mexico facilities and lower average sales prices of wind blades due to changes in the mix of wind blade models produced. The change in volume was primarily due to the restart and production ramp for two of our previously idled facilities, offset by a temporary production stoppage due to a safety stand-down in our Mexico manufacturing facilities in the second quarter of 2025 and temporary production stoppages subsequent to the Petition Date due to supply chain challenges as a result of the Chapter 11 Cases. The increase in field service, inspection and repair services (collectively, Field Services) sales for the year ended December 31, 2025, as compared to the same period in 2024, was primarily due to an increase in technicians deployed to revenue generating projects due to a decrease in time spent on non-revenue generating warranty campaigns. 45 Segment discussion The following table summarizes our net sales by our three geographic operating segments for the years ended December 31: Change 2025 2024 $ % (in thousands) U.S. $ 65,775 $ 19,723 $ 46,052 NM Mexico 716,818 696,762 20,056 2.9 India 129,173 166,765 (37,592 ) (22.5 ) Other 6,691 6,741 (50 ) (0.7 ) Total net sales $ 918,457 $ 889,991 $ 28,466 3.2 % U.S. Segment The following table summarizes our net sales by product/service for the U.S. segment for the years ended December 31: Change 2025 2024 $ % (in thousands) Wind blade, tooling and other wind related sales $ 28,219 $ — $ 28,219 NM Field service, inspection and repair services sales 37,556 19,723 17,833 90.4 Total net sales $ 65,775 $ 19,723 $ 46,052 NM NM - not meaningful. The increase in our U.S. segment's Wind sales for the year ended December 31, 2025, as compared to the same period in 2024, was primarily due to the restart of production at our Iowa manufacturing facility. The increase in Field Services sales for the year ended December 31, 2025, as compared to the same period in 2024, was primarily due to an increase in technicians deployed to revenue generating projects due to a decrease in time spent on non-revenue generating warranty campaigns. Mexico Segment The following table summarizes our net sales by product/service for the Mexico segment for the years ended December 31: Change 2025 2024 $ % (in thousands) Wind blade, tooling and other wind related sales $ 712,518 $ 693,939 $ 18,579 2.7 % Field service, inspection and repair services sales 4,300 2,823 1,477 52.3 Total net sales $ 716,818 $ 696,762 $ 20,056 2.9 % 46 The increase in the Mexico segment’s Wind sales for the year ended December 31, 2025, as compared to the same period in 2024, was primarily due to a 18% net increase in the number of wind blades produced across our Mexico manufacturing facilities due primarily due to the restart and ramp of production of a previously idled facility in Juarez, Mexico, as well as higher utilization as certain of our manufacturing lines in Mexico were in serial production in the current periods, that were in transition during the prior comparative period. This increase in volume was partially offset by liquidated damages as a result of certain production challenges, temporary production stoppages subsequent to the Petition Date due to supply chain challenges as a result of the Chapter 11 Cases, lower average sales prices of wind blades due to changes in the mix of wind blades produced, a temporary production stoppage from a safety stand-down in the second quarter, and a decrease in the number of wind blades produced at the Nordex Matamoros facility that shut down at the conclusion of the contract on June 30, 2024. The increase in our Mexico segment's Field Services sales for the year ended December 31, 2025, as compared to the same period in 2024, was primarily due to an increase in technicians deployed to revenue generating projects due to a decrease in time spent on non-revenue generating warranty campaigns. India Segment The following table summarizes our net sales by product/service for the India segment for the years ended December 31: Change 2025 2024 $ % (in thousands) Wind blade, tooling and other wind related sales $ 128,170 $ 166,283 $ (38,113 ) (22.9 )% Field service, inspection and repair services sales 1,003 482 521 108.1 Total net sales $ 129,173 $ 166,765 $ (37,592 ) (22.5 )% The decrease in the India segment’s net sales of Wind for the year ended December 31, 2025, as compared to the same period in 2024, was primarily due to lower average sales prices of wind blades due to changes in the mix of wind blade models produced and a decrease of 8% in the number of wind blades produced. Other The following table summarizes our net sales by product/service for the all other operations for the years ended December 31: Change 2025 2024 $ % (in thousands) Wind blade, tooling and other wind related sales $ 1,014 $ — $ 1,014 NM Field service, inspection and repair services sales 5,677 6,741 (1,064 ) (15.8 ) Total net sales $ 6,691 $ 6,741 $ (50 ) (0.7 )% 47 Total cost of goods sold The following table summarizes our total cost of goods sold for the years ended December 31: Change 2025 2024 $ % (in thousands) Cost of sales $ 1,004,904 $ 920,445 $ 84,459 9.2 % Startup costs 14,333 18,277 (3,944 ) (21.6 ) Transition costs 9,819 23,459 (13,640 ) (58.1 ) Total cost of goods sold $ 1,029,056 $ 962,181 $ 66,875 7.0 % of net sales 112.0 % 108.1 % 3.6 % Total cost of goods sold as a percentage of net sales increased by approximately 3.6% for the year ended December 31, 2025, as compared to the same period in 2024, primarily due to liquidated damages and increased labor costs as a result of production challenges, a temporary production stoppage from a safety stand-down in the second quarter of 2025, and temporary production stoppages subsequent to the Petition Date due to supply chain challenges as a result of the Chapter 11 Cases. This increase was partially offset by lower startup and transition costs and the shutdown of our Nordex Matamoros facility at the end of the second quarter of 2024, which had significant cost challenges in the prior comparative period. The fluctuating U.S. dollar against the Mexican Peso and Indian Rupee had a combined unfavorable impact of 1.8% on consolidated cost of goods sold for the year ended December 31, 2025, as compared to the same period in 2024. General and administrative expenses The following table summarizes our general and administrative expenses for the years ended December 31: Change 2025 2024 $ % (in thousands) General and administrative expenses $ 28,431 $ 46,174 $ (17,743 ) (38.4 )% % of net sales 3.1 % 5.2 % (2.1 )% General and administrative expenses decreased by approximately 2.1% as a percentage of net sales for the year ended December 31, 2025, as compared to the same period in 2024. General and administrative expenses for the years ended December 31, 2025 and 2024 include approximately $8.7 million and $18.7 million, respectively, of unallocated corporate overhead costs that were previously allocated to our discontinued operations in Türkiye but have been reclassified to continuing operations to conform to the current period’s presentation. The remaining improvement in general and administrative expenses for the year ended December 31, 2025 as compared to the same period in 2024 is primarily due to lower employee compensation costs and lower professional service and consulting fees unrelated to our capital restructuring activities, partially offset by increased network and telecommunication costs associated with the implementation of our advanced technology processes in the first half of 2025. 48 Loss on sale of assets and asset impairments The following table summarizes our loss on sale of assets and asset impairments for the years ended December 31: Change 2025 2024 $ % (in thousands) Loss on sale of receivables $ 14,219 $ 10,708 $ 3,511 32.8 % Loss on sale of other assets and asset impairments 538 4,377 (3,839 ) (87.7 ) Total loss on sale of assets and asset impairments $ 14,757 $ 15,085 $ (328 ) (2.2 ) % of net sales 1.6 % 1.7 % (0.1 )% Losses on sales of receivables for the year ended December 31, 2025 compared to the same period in 2024, increased by approximately $3.5 million primarily due to an increase in the volume of receivables sold through our accounts receivable financing arrangements with certain of our customers. Losses on sales of other assets and asset impairments for the year ended December 31, 2025, as compared to the same period in 2024, decreased primarily due to approximately $3.4 million of asset impairments associated with our tooling business Mexico in the prior comparative period. We completed the divestiture of our tooling business in August 2025. Restructuring charges, net The following table summarizes our restructuring charges, net, for the years ended December 31: Change 2025 2024 $ % (in thousands) Severance $ 2,341 $ 1,319 $ 1,022 77.5 % Other restructuring costs 23,244 — 23,244 NM Total restructuring charges, net $ 25,585 $ 1,319 $ 24,266 1,839.7 % of net sales 2.8 % 0.1 % 2.7 % The increase in restructuring charges, net for the year ended December 31, 2025, as compared to the same period in 2024 was primarily due to $23.2 million of pre-petition professional fees related to our capital restructuring activities prior to the filing of the Chapter 11 Cases, as well as an increase in termination benefits associated with a reduction in workforce at our India facility at the conclusion of our supply agreement with one of our customers. Income (loss) from continuing operations Segment discussion The following table summarizes our income (loss) from operations by our three geographic operating segments for the years ended December 31: Change 2025 2024 $ % (in thousands) U.S. $ (64,137 ) $ (43,561 ) $ (20,576 ) (47.2 )% Mexico (115,339 ) (96,214 ) (19,125 ) (19.9 ) India (114 ) 5,920 (6,034 ) (101.9 ) Other 218 (913 ) 1,131 123.9 Total loss from operations from continuing operations $ (179,372 ) $ (134,768 ) $ (44,604 ) (33.1 )% % of net sales -19.5 % -15.1 % (4.4 )% 49 U.S. Segment The increase in the loss from operations in the U.S. segment for the year ended December 31, 2025, as compared to the same period in 2024, was primarily due to increased pre-petition professional fees associated with our capital restructuring activities, start-up costs at our previously idled Iowa facility, offset by increased field services sales and lower general and administrative expenses due to lower employee compensation costs. Mexico Segment The increase in loss from operations in the Mexico segment for the year ended December 31, 2025, as compared to the same period in 2024, was primarily due to liquidated damages and increased labor costs as a result of certain production challenges, temporary production stoppages subsequent to the Petition Date due to supply chain challenges as a result of the Chapter 11 Cases, and the impacts of a temporary production stoppage from a safety stand-down in the second quarter of 2025. These negative impacts were partially offset by the shutdown of our Nordex Matamoros facility at the end of the second quarter of 2024, which had significant cost challenges in the prior comparative period, a decrease in startup and transition costs, an increase in the number of wind blades produced due to the restart and ramp of production at one of our previously idled facilities in Juarez, Mexico, and changes in foreign currency fluctuations. The fluctuating U.S. dollar relative to the Mexican Peso had an unfavorable impact of 1.6% on the Mexico segment's cost of goods sold for the year ended December 31, 2025, as compared to the same period in 2024. India Segment The decrease in income from operations in the India segment for the year ended December 31, 2025, as compared to the same period in 2024, was primarily due to lower average sales prices of wind blades, decreases in the number of wind blades produced, and an increase in startup and transition costs in the first quarter of 2025. Other income (expense) The following table summarizes our total other income (expense) for the years ended December 31: Change 2025 2024 $ % (in thousands) Interest expense, net $ (88,990 ) $ (84,720 ) $ (4,270 ) (5.0 )% Foreign currency income (loss), net (5,310 ) (617 ) (4,693 ) (760.6 ) Miscellaneous income 2,641 5,061 (2,420 ) (47.8 ) Total other expense $ (91,659 ) $ (80,276 ) $ (11,383 ) (14.2 )% The increase in total other expense for the year ended December 31, 2025, as compared to the same period in 2024, was primarily due to an increase in interest expense and non-cash amortization of debt discounts related to our Senior Secured Term Loan, as well as unfavorable foreign currency exchange rates. Reorganization items, net The following table summarizes our reorganization items, net for the years ended December 31: Change 2025 2024 $ % (in thousands) Reorganization items, net $ 49,591 $ — $ 49,591 NM 50 The increase in reorganization items, net for the year ended December 31, 2025, as compared to the same period in 2024, was due to costs associated with the Chapter 11 Cases, including $54.5 million of post-petition professional fees, $3.9 million of employee retention costs, $2.5 million of interest expense related to the write-off of debt issuance costs and $0.3 million of other bankruptcy-related costs, offset by $11.6 million of gains on adjustments to liabilities subject to compromise. Income taxes The following table summarizes our income taxes for the years ended December 31: Change 2025 2024 $ % (in thousands) Income tax provision $ (3,731 ) $ (7,711 ) $ 3,980 51.6 % Effective tax rate 1.2 % 3.6 % Our income tax provision for the year ended December 31, 2025, as compared to the same period in 2024 decreased due to the mix of earnings of our operations in foreign jurisdictions and changes in our uncertain tax positions. Net loss from continuing operations The following table summarizes our net loss from continuing operations for the years ended December 31: Change 2025 2024 $ % (in thousands) Net loss from continuing operations $ (324,353 ) $ (222,755 ) $ (101,598 ) (45.6 )% The increase in the net loss for the year ended December 31, 2025 as compared to the same period in 2024, was primarily due to pre-petition and post-petition professional fees associated with our capital restructuring activities, as well as liquidated damages and higher labor costs due to production challenges. These negative impacts were partially offset by the shutdown of our Nordex Matamoros facility at the end of the second quarter of 2024, which had significant cost challenges in the prior comparative period, and an overall increase in the number of wind blades produced compared to the prior period. Net loss from discontinued operations The following table summarizes our net loss from discontinued operations for the years ended December 31: Change 2025 2024 $ % (in thousands) Net loss from discontinued operations $ (16,449 ) $ (17,952 ) $ 1,503 8.4 % The net loss from discontinued operations for the year ended December 31, 2025, as compared to the same period in 2024, was primarily due to the impacts of the divestiture of our Automotive business on June 30, 2024 in the prior comparative period and the divestiture of our Turkish operations. Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 For a comparison of our results of operations for the years ended December 31, 2024 and 2023, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations” included in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 20, 2025 and incorporated herein by reference. 51 LIQUIDITY AND CAPITAL RESOURCES Our primary needs for liquidity have been, and in the future will continue to be, capital expenditures, purchases of raw materials, the impact of startups and transitions, working capital, debt service costs, warranty costs, and reorganization costs associated with our Chapter 11 Cases. Our capital expenditures have been primarily related to machinery and equipment for new facilities or facility expansions. Historically, we have funded our working capital needs through cash flows from operations, the proceeds received from our credit facilities and from proceeds received from the issuance of stock. In connection with the filing of the Chapter 11 Cases, the Debtors entered into a DIP Credit Agreement, pursuant to which, the DIP Lenders agreed to provide the Company with a multiple draw term loan facility in an aggregate principal amount not to exceed $82.5 million (the “DIP Facility”). On August 14, 2025, the Company received $7.5 million in DIP Tranche 1 borrowings under the DIP Facility, which was used (i) to pay amounts, fees, costs and expenses related to the Chapter 11 Cases and (ii) for working capital and general corporate purposes. Concurrently with the funding of the DIP Tranche 1, the DIP Lenders rolled up their ratable share of Senior Secured Term Loan obligations in an amount equal to two times the amount of new money borrowed under such DIP Tranche 1, or $15.0 million (the “Initial Roll-Up Loan”). As of December 31, 2025, the Company had outstanding borrowings of $23.9 million under the DIP Facility, consisting of $7.5 million of DIP Tranche 1 borrowings, $15.0 million of Initial Roll-Up Loans, $0.2 million of commitment fees, and $1.2 million of paid in kind interest. On March 1, 2026, the Company received a letter from the DIP Lenders regarding an Event of Default occurring under the DIP Credit Agreement. The letter notified and confirmed to the Company that, because, among other things, as of the date of the letter, the Bankruptcy Court has not entered a Disclosure Statement Order (nor any other order approving the adequacy of a disclosure statement in connection with a chapter 11 plan for the Debtors), an Event of Default under the DIP Credit Agreement has occurred and is continuing pursuant to Section 11.01(g) (Events of Default) of the DIP Credit Agreement (the “DIP Default”). On March 16, 2026, the DIP Lenders agreed to waive the DIP Default, extend the maturity date under the DIP Credit Agreement and consent to the Vestas Sale Transactions, ECP Sale Transaction and GEV Transaction as set forth in more detail in the Oaktree Consent Term Sheet filed with the Bankruptcy Court. CBP is currently reviewing certain of the wind blade models that are manufactured at our facilities in Mexico pursuant to the Uyghur Forced Labor Prevention Act (“UFLPA”). As a result of these reviews, CBP has restricted the importation of these wind blades into the U.S. while the matter remains under investigation. Although we are confident that our wind blade supply chain does not source materials from the Xinjiang Uyghur Autonomous Region of China, the UFLPA establishes a rebuttable presumption that goods mined, produced, or manufactured wholly or in part in the Xinjiang Uyghur Autonomous Region of China, or by certain identified entities, are made with forced labor and are therefore prohibited from entry into the U.S. unless the importer can demonstrate otherwise to the satisfaction of CBP. Because of the current CBP actions, a substantial portion of the wind blades manufactured at our Mexico facilities are unable to be imported into the U.S. market. The inability to import these wind blades has significantly disrupted, and may continue to disrupt, our supply chain, reduce available inventory for U.S. customers, delay deliveries, and result in lost sales. In addition, these CBP reviews have required and may continue to require significant management attention, internal resources, and legal and compliance costs as we work to respond to CBP’s inquiries and further demonstrate compliance with applicable laws. The outcome and duration of the CBP reviews are uncertain. If we are unable to satisfactorily resolve the matter, CBP may continue to detain, exclude, or seize affected wind blades, which could further restrict our ability to serve customers in the U.S. and may require us to modify our sourcing, manufacturing, or supply chain practices. Any prolonged disruption in our ability to import wind blades into the U.S., or any adverse findings by CBP, will have a further, material adverse effect on our business, financial condition, and results of operations. Our liquidity as of December 31, 2025 has been impacted by liquidated damages paid to our customers and lower than expected wind blade production volume at our Mexico manufacturing facilities due to a temporary production stoppage from a safety stand-down in the second quarter of 2025 and temporary production stoppages subsequent to the Petition Date due to supply chain challenges as a result of the Chapter 11 Cases. We have also 52 incurred significant professional fees and other costs in connection with our Chapter 11 Cases that have adversely impacted our liquidity. Due to the liquidity challenges we have faced during the pendency of the Chapter 11 Cases, we have entered into various agreements with our customers, Vestas and GE Vernova, pursuant to which these customers have provided short-term liquidity needs through cash advances and accelerated payment terms, so that the Company could continue to operate while negotiating the terms of a potential plan of reorganization and pursue a parallel sale process. The cash advance payments have constituted an allowed administrative expense claim against the Debtors under section 503(b) of the Bankruptcy Code, and accordingly, we have recorded these advances as contract liabilities in our consolidated balance sheets. As of December 31, 2025, we had $25.0 million of contract liabilities outstanding related to cash received from our customers under these liquidity arrangements. At December 31, 2025 and 2024, we had unrestricted cash and cash equivalents totaling $13.9 million and $143.3 million, respectively. The December 31, 2025 balance included $5.4 million of cash located outside of the U.S., $2.6 million in India, $1.2 million in Mexico and $1.6 million in other countries. The December 31, 2024 balance included $5.8 million of cash located outside of the U.S., $1.8 million in India, $2.3 million in Mexico and $1.7 million in other countries. In addition to these amounts, at December 31, 2025 and 2024, we had unrestricted cash and cash equivalents related to our discontinued operations of $0.5 million and $54.7 million, respectively, all located outside of the U.S. We are not presently involved in any off-balance sheet arrangements, including transactions with unconsolidated special-purpose or other entities that would materially affect our financial position, results of operations, liquidity or capital resources, other than our accounts receivable assignment agreements described below. Furthermore, we do not have any relationships with special-purpose or other entities that provide off-balance sheet financing; liquidity, market risk or credit risk support; or engage in leasing or other services that may expose us to liability or risks of loss that are not reflected in the consolidated financial statements and related notes. Our segments enter into accounts receivable assignment agreements with various financial institutions. Under these agreements, the financial institution buys, on a non-recourse basis, the accounts receivable amounts related to our segment’s customers at an agreed-upon discount rate. The following table summarizes certain key details of our accounts receivable assignment agreements in place as of December 31, 2025: Year Of Initial Agreement Segment(s) Related To Current Annual Interest Rate 2019 Mexico SOFR plus 0.26% 2020 India SOFR plus 0.26% 2020 U.S. SOFR plus 0.29% 2021 Mexico SOFR plus 0.29% As the receivables are purchased by the financial institutions under the agreements noted above, the receivables are removed from our consolidated balance sheet. During the years ended December 31, 2025 and 2024, $746.8 million and $474.1 million, respectively, of receivables were sold under the accounts receivable assignment agreements described above. 53 Cash Flow Discussion The following table summarizes our key cash flow activity on a consolidated basis, and includes cash flows from continuing and discontinued operations, for the years ended December 31: 2025 2024 $ Change (in thousands) Net cash provided by (used in) operating activities $ (126,412 ) $ 12,498 $ (138,910 ) Net cash used in investing activities (15,847 ) (26,201 ) 10,354 Net cash provided by (used in) financing activities (44,453 ) 50,964 (95,417 ) Impact of foreign exchange rates on cash, cash equivalents and restricted cash 3,643 (2,415 ) 6,058 Net change in cash, cash equivalents and restricted cash $ (183,069 ) $ 34,846 $ (217,915 ) Operating Cash Flows Net cash used in operating activities increased by $138.9 million for the year ended December 31, 2025 as compared to the same period in 2024, primarily due to lower income from continuing operations due to the various production and liquidity challenges in Mexico mentioned above, and significant professional fees associated with our Chapter 11 Cases, including $23.2 million of pre-petition fees and $54.5 million of post-petition fees through December 31, 2025. Our operating cash flow was also impacted by the labor strike associated with our discontinued operations in Türkiye. This was partially offset by the shutdown of the Nordex Matamoros facility and divestiture of our Automotive business on June 30, 2024, which had significant losses from operations in the prior comparative period. Investing Cash Flows Net cash used in investing activities decreased by $10.4 million for the year ended December 31, 2025 as compared to the same period in 2024 primarily due to lower capital expenditures from fewer lines in startup and transition in the current year. Financing Cash Flows Net cash used in financing activities increased by $95.4 million for the year ended December 31, 2025 as compared to the same period in 2024, primarily due to our discontinued operations in Türkiye prior to the sale of such operations, including net repayments of $47.9 million of outstanding borrowings under our international credit facilities in the current period compared to net proceeds of $62.0 million under the same credit facilities in the prior period. Partially offsetting these net uses of cash from financing activities, the Company received $7.5 million in cash proceeds under its DIP Credit Agreement. For a discussion and comparison of our cash flows for the years ended December 31, 2024 and 2023, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations” included in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 20, 2025 incorporated herein by reference. Our Indebtedness For a discussion of our indebtedness, refer to Note 14 – Debt, of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K. Other Contingencies For a discussion of our legal proceedings, refer to Note 18 – Commitments and Contingencies – Legal Proceedings, of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K. 54 The wind blades and other composite structures that we produce are subject to warranties against defects in workmanship and materials, generally for a period of two to five years. We are not responsible for the fitness for use of the wind blade or the overall wind turbine system. If a wind blade is found to be defective during the warranty period as a result of a defect in workmanship or materials, among other potential remedies, we may need to repair or replace the wind blade (which could include significant transportation and installation costs) at our sole expense. At December 31, 2025 and 2024, we had accrued warranty reserves totaling $45.8 million and $38.8 million, respectively. At December 31, 2025, approximately $31.4 million of the accrued warranty reserve is classified as liabilities subject to compromise in our consolidated balance sheets. As of December 31, 2025, we had no material operating expenditures for environmental matters, including government imposed remedial or corrective actions, during the year ended December 31, 2025. CRITICAL ACCOUNTING POLICIES AND ESTIMATES Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amount of our assets, liabilities, revenue and expenses and related disclosure of contingent assets and liabilities. We evaluate our estimates on an ongoing basis, including those related to revenue recognition and warranty expense. We base our estimates on our historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making the judgments we make about the carrying values of our assets and liabilities that are not readily apparent from other sources. Because these estimates can vary depending on the situation, actual results may differ from the estimates. We believe the following critical accounting policies affect our more significant judgments used in the preparation of our consolidated financial statements. Revenue Recognition. The majority of our revenue is generated from supply agreements associated with manufacturing of wind blades and related services. We account for a supply agreement when it has the approval from both parties, the rights of the parties are identified, payment terms are established, the contract has commercial substance and the collectability of consideration is probable. Our manufacturing services are customer specific and involve production of items that cannot be sold to other customers due to the customers’ protected IP. Revenue is primarily recognized over time as we have an enforceable right to payment upon termination and we may not use or sell the product to fulfill other customers’ supply agreements. Because control transfers over time, revenue is recognized based on the extent of progress towards the completion of the performance obligation under the cost-to-cost input measure of progress as this method provides the best representation of the production progress towards satisfaction of the performance obligation. Under the cost-to-cost method, progress and the related revenue recognition is determined by a ratio of direct costs incurred to date in fulfillment of the performance obligation to the total estimated direct costs required to complete the performance obligation. Determining the revenue to be recognized for services performed under our supply agreements involves judgments and estimates relating to the total consideration to be received and the expected direct costs to complete the performance obligation. Our estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information available to us at the time of the estimate and may materially change as additional information becomes known. Under the cost-to-cost method, contract assets established primarily relate to our rights to consideration for work completed but not billed at the reporting date on our supply agreements. The contract assets are transferred to accounts receivable when the rights become unconditional, which generally occurs when customers are invoiced upon the determination that a product conforms to the contract specifications. See Note 1 – Summary of Operations and Summary of Significant Accounting Policies – (f) Revenue Recognition of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 55 10-K, for further discussion of our accounting policies related to revenue recognition, including accounting policies surrounding our non-manufacturing related services. Warranty Expense. The wind blades we manufacture are subject to warranties against defects in workmanship and materials, generally for a period of two to five years. We are not responsible for the fitness for use of the wind blade in the overall wind turbine system. If a wind blade is found to be defective during the warranty period as a result of a defect in workmanship or materials, among other potential remedies, we may need to repair or replace the wind blade at our sole expense. We provide warranties for all of our products with terms and conditions that vary depending on the product sold. We may offer extended warranties to our customers in limited situations. We record warranty expense based upon our estimate of future repairs using a probability-based methodology that considers previous warranty claims, identified quality issues and industry practices. Once the warranty period has expired, any remaining unused warranty accrual for the specific products is reversed against the current year warranty expense amount, provided that the warranty accrual for other products whose warranty period has not yet expired is sufficient to cover the estimated cost of future repairs for those other products. Our estimate of warranty expense requires us to make assumptions about matters that are highly uncertain, including future rates of product failure, repair costs, availability of materials, shipping and handling, and de-installation and re-installation costs at customers’ sites, among others. When a potential or actual warranty claim arises, we may accrue additional warranty reserves for the estimated cost of remediation or proposed settlement. During the years ended December 31, 2025, 2024 and 2023, we accrued additional warranty expenses of approximately $19.7 million, $22.9 million and $42.7 million, respectively, beyond the normal warranty expense described above related to the remediation of specific wind blade models. Changes in warranty reserves could have a material effect on our consolidated financial statements. For example, as of December 31, 2025, a hypothetical change of 10% in the accrual rate of our warranty reserve would have resulted in a change to our warranty reserve of approximately $5.6 million. Recent Accounting Pronouncements For a discussion of recent accounting pronouncements, see Note 1 – Summary of Operations and Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K.

  56 Item 8.   Financial Statements and Supplementary Data   56

The financial statements required to be filed pursuant to this Item 8 are appended to this Report. An index of those financial statements is found in Part IV, Item 15 of this Annual Report on Form 10-K.