POWELL INDUSTRIES, INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets (Unaudited) (In thousands, except share and per share data) June 30, 2026 September 30, 2025 ASSETS Current Assets: Cash and cash equivalents $ 633,561 $ 450,739 Short-term investments — 24,788 Accounts receivable, less allowance for credit losses of $435 and $368, respectively 362,412 217,065 Contract assets 116,002 136,679 Inventories 95,371 84,719 Prepaid expenses 13,206 10,591 Other current assets 10,619 7,135 Total Current Assets 1,231,171 931,716 Property, plant and equipment, net 118,634 111,049 Operating lease assets, net 2,524 1,664 Goodwill 6,049 6,125 Intangible assets, net 5,397 6,138 Deferred income tax assets 21,804 33,440 Other assets 21,119 18,852 Total Assets $ 1,406,698 $ 1,108,984 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Accounts payable $ 86,572 $ 67,080 Contract liabilities 466,362 297,949 Accrued compensation and benefits 32,323 39,184 Accrued product warranty 6,595 6,356 Current operating lease liabilities 947 882 Income taxes payable 2,417 11,028 Other current liabilities 29,434 23,908 Total Current Liabilities 624,650 446,387 Deferred compensation 16,892 13,707 Long-term operating lease liabilities 1,577 782 Deferred income tax liabilities 5,195 5,297 Other long-term liabilities 2,200 2,041 Total Liabilities 650,514 468,214 Commitments and Contingencies (Note G) Stockholders’ Equity: Preferred stock, par value $0.01; 5,000,000 shares authorized; none issued — — Common stock, par value $0.01; 90,000,000 shares authorized; Shares issued: 38,850,618 and 38,628,588, respectively Shares outstanding: 36,432,564 and 36,210,534, respectively 388 129 Additional paid-in capital 52,514 62,834 Retained earnings 759,396 629,848 Treasury stock, 2,418,054 shares at cost (24,999) (24,999) Accumulated other comprehensive loss (31,115) (27,042) Total Stockholders’ Equity 756,184 640,770 Total Liabilities and Stockholders’ Equity $ 1,406,698 $ 1,108,984 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 POWELL INDUSTRIES, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Operations (Unaudited) (In thousands, except per share data) Three months ended June 30, Nine months ended June 30, 2026 2025 2026 2025 Revenues $ 311,740 $ 286,273 $ 859,539 $ 806,335 Cost of goods sold 216,441 198,374 604,886 575,480 Gross profit 95,299 87,899 254,653 230,855 Selling, general and administrative expenses 26,702 25,116 77,703 68,359 Research and development expenses 4,300 2,659 11,856 7,881 Amortization of intangible assets 221 — 666 — Operating income 64,076 60,124 164,428 154,615 Other expenses (income): Interest income, net (5,047) (3,977) (13,515) (11,397) Income before income taxes 69,123 64,101 177,943 166,012 Income tax provision 16,963 15,867 38,506 36,685 Net income $ 52,160 $ 48,234 $ 139,437 $ 129,327 Earnings per share: Basic $ 1.43 $ 1.33 $ 3.83 $ 3.57 Diluted $ 1.42 $ 1.32 $ 3.81 $ 3.54 Weighted average shares: Basic 36,432 36,212 36,396 36,176 Diluted 36,604 36,525 36,566 36,497 Dividends per share $ 0.0900 $ 0.0892 $ 0.2692 $ 0.2667 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 POWELL INDUSTRIES, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Comprehensive Income (Unaudited) (In thousands) Three months ended June 30, Nine months ended June 30, 2026 2025 2026 2025 Net income $ 52,160 $ 48,234 $ 139,437 $ 129,327 Foreign currency translation adjustments (2,985) 7,479 (4,073) 347 Comprehensive income $ 49,175 $ 55,713 $ 135,364 $ 129,674 The accompanying notes are an integral part of these condensed consolidated financial statements. 5 POWELL INDUSTRIES, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) (In thousands) Accumulated Additional Other Common Stock Paid-in Retained Treasury Stock Comprehensive Shares Amount Capital Earnings Shares Amount Income/(Loss) Totals Balance, September 30, 2025 38,629 $ 129 $ 62,834 $ 629,848 (2,418) $ (24,999) $ (27,042) $ 640,770 Net income — — — 41,390 — — — 41,390 Foreign currency translation adjustments — — — — — — 2,136 2,136 Stock-based compensation 211 — 1,572 — — — — 1,572 Shares withheld in lieu of employee tax withholding — — (14,036) — — — — (14,036) Dividends — — 351 (3,297) — — — (2,946) Balance, December 31, 2025 38,840 $ 129 $ 50,721 $ 667,941 (2,418) $ (24,999) $ (24,906) $ 668,886 Net income — — — 45,887 — — — 45,887 Foreign currency translation adjustments — — — — — — (3,224) (3,224) Stock-based compensation 10 — 1,270 — — — — 1,270 Shares withheld in lieu of employee tax withholding — — (459) — — — — (459) Dividends — — 5 (3,296) — — — (3,291) Balance, March 31, 2026 38,850 $ 129 $ 51,537 $ 710,532 (2,418) $ (24,999) $ (28,130) $ 709,069 Net income — — — 52,160 — — — 52,160 Foreign currency translation adjustments — — — — — — (2,985) (2,985) Stock-based compensation 1 — 1,438 — — — — 1,438 Issuance of common stock related to Stock Split — 259 (259) — — — — — Shares withheld in lieu of employee tax withholding — — (203) — — — — (203) Dividends — — 1 (3,296) — — — (3,295) Balance, June 30, 2026 38,851 $ 388 $ 52,514 $ 759,396 (2,418) $ (24,999) $ (31,115) $ 756,184 The accompanying notes are an integral part of these condensed consolidated financial statements. 6 POWELL INDUSTRIES, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) (In thousands) Accumulated Additional Other Common Stock Paid-in Retained Treasury Stock Comprehensive Shares Amount Capital Earnings Shares Amount Income/(Loss) Totals Balance, September 30, 2024 38,386 $ 128 $ 70,111 $ 462,194 (2,418) $ (24,999) $ (24,361) $ 483,073 Net income — — — 34,763 — — — 34,763 Foreign currency translation adjustments — — — — — — (8,069) (8,069) Stock-based compensation 226 1 1,512 — — — — 1,513 Shares withheld in lieu of employee tax withholding — — (11,995) — — — — (11,995) Dividends — — 331 (3,284) — — — (2,953) Balance, December 31, 2024 38,612 $ 129 $ 59,959 $ 493,673 (2,418) $ (24,999) $ (32,430) $ 496,332 Net income — — — 46,330 — — — 46,330 Foreign currency translation adjustments — — — — — — 937 937 Stock-based compensation 11 — 1,031 — — — — 1,031 Dividends — — — (3,267) — — — (3,267) Balance, March 31, 2025 38,623 $ 129 $ 60,990 $ 536,736 (2,418) $ (24,999) $ (31,493) $ 541,363 Net income — — — 48,234 — — — 48,234 Foreign currency translation adjustments — — — — — — 7,479 7,479 Stock-based compensation 1 — 1,131 — — — — 1,131 Shares withheld in lieu of employee tax withholding — — (35) — — — — (35) Dividends — — — (3,267) — — — (3,267) Balance, June 30, 2025 38,624 $ 129 $ 62,086 $ 581,703 (2,418) $ (24,999) $ (24,014) $ 594,905 The accompanying notes are an integral part of these condensed consolidated financial statements. 7 POWELL INDUSTRIES, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (Unaudited) (In thousands) Nine months ended June 30, 2026 2025 Operating Activities: Net income $ 139,437 $ 129,327 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 6,496 5,215 Stock-based compensation 4,280 3,675 Unrealized mark-to-market (gain) loss on derivative contracts (354) (433) Bad debt expense (recovery), net 107 (149) Deferred income taxes 11,636 (2,847) Gain on cash surrender value of life insurance (118) — Changes in operating assets and liabilities: Accounts receivable, net (146,438) 2,747 Contract assets and liabilities, net 188,763 (18,381) Inventories (11,064) (2,728) Income taxes (11,088) (2,543) Prepaid expenses and other current assets (4,347) 1,051 Accounts payable 15,973 (7,513) Accrued liabilities (766) (2,216) Other, net 2,521 1,657 Net cash provided by operating activities 195,038 106,862 Investing Activities: Purchases of short-term investments — (37,262) Maturities of short-term investments 24,857 44,407 Purchases of property, plant and equipment (10,386) (11,380) Proceeds from sale of property, plant and equipment 17 20 Net cash provided by (used in) investing activities 14,488 (4,215) Financing Activities: Shares withheld in lieu of employee tax withholding (14,698) (12,030) Dividends paid (9,792) (9,640) Net cash used in financing activities (24,490) (21,670) Net increase in cash and cash equivalents 185,036 80,977 Effect of exchange rate changes on cash and cash equivalents (2,214) 2,158 Cash and cash equivalents at beginning of period 450,739 315,331 Cash and cash equivalents at end of period $ 633,561 $ 398,466 The accompanying notes are an integral part of these condensed consolidated financial statements. 8 POWELL INDUSTRIES, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) A. Overview and Summary of Significant Accounting Policies Overview Powell Industries, Inc. (we, us, our, Powell or the Company) is a Delaware corporation founded by William E. Powell in 1947. We develop, design, manufacture and service custom-engineered equipment and systems that distribute, control and monitor the flow of electrical energy and provide protection to motors, transformers and other electrically powered equipment. Our major subsidiaries, all of which are wholly owned, include Powell Electrical Systems, Inc.; Powell Canada Inc.; Powell (UK) Limited; and Powell Industries International Limited. We are headquartered in Houston, Texas, and primarily serve the oil and gas and petrochemical markets, the electric utility market, and commercial and other industrial markets. Beyond these major markets, we also provide products and services to the light rail traction power market and other markets that include universities and government entities. We are continuously developing new channels to electrical markets through original equipment manufacturers and distribution market channels. Basis of Presentation The unaudited condensed consolidated financial statements include the accounts of Powell and our wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X for interim financial information. Certain information and footnote disclosures, normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP), have been condensed or omitted pursuant to those rules and regulations. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to fairly state the financial position, results of operations and cash flows with respect to the interim condensed consolidated financial statements have been included. The results of operations for the interim periods are not necessarily indicative of the results for the entire fiscal year. We believe that these financial statements contain all adjustments necessary so that they are not misleading. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto of Powell and its subsidiaries included in Powell’s Annual Report on Form 10-K for the year ended September 30, 2025, which was filed with the Securities and Exchange Commission (SEC) on November 19, 2025. References to Fiscal 2026 and Fiscal 2025 used throughout this report shall mean the current fiscal year ending September 30, 2026 and the prior fiscal year ended September 30, 2025, respectively. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying footnotes. The most significant estimates used in our condensed consolidated financial statements affect revenue recognition and estimated cost recognition on our customer contracts, allowance for credit losses, provision for excess and obsolete inventory, warranty accruals and income taxes. The amounts recorded for warranties, legal, income taxes, impairment of long-lived assets, intangible assets and goodwill (when applicable), liquidated damages and other contingent liabilities require judgments regarding the amount of expenses that will ultimately be incurred. We base our estimates on historical experience, forecasts and various other assumptions, as well as the specific circumstances surrounding these contingent liabilities, in evaluating the amount of liability that should be recorded. Additionally, the basis for recognition of deferred tax assets requires estimates related to future income and other assumptions regarding timing and future profitability because the ultimate realization of net deferred tax assets is dependent on the generation of future taxable income during periods in which temporary differences become deductible. Estimates routinely change as new events occur, additional information becomes available or operating environments change. Actual results may differ from our prior estimates. 9 Common Stock Split On March 31, 2026, the Company’s Board of Directors adopted an amendment to the Company’s Amended and Restated Certificate of Incorporation to proportionately increase the number of shares of the Company’s authorized common stock from 30,000,000 to 90,000,000 in connection with a forward stock split. On April 2, 2026, the Company effected a three-for-one forward split of its common stock and proportionately increased the number of shares of authorized common stock from 30,000,000 to 90,000,000 (the Stock Split). Each shareholder of record as of the close of trading on March 20, 2026 (the Record Date) received, after the close of trading on April 2, 2026, two additional shares for every one share held on the Record Date. The shares of common stock retain a par value of $0.01 per share. Accordingly, an amount equal to the par value of the increased shares due to the Stock Split was reclassified from additional paid-in capital to common stock in the third fiscal quarter of 2026. Trading began on a split-adjusted basis at market open on April 6, 2026. Share and per share amounts included in the accompanying consolidated financial statements and applicable disclosures throughout this Quarterly Report on Form 10-Q have been retroactively adjusted to reflect the Stock Split. Accounting Standards Updates Issued but Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which enhances the transparency of income tax disclosures. It requires greater disaggregation of information in the tax rate reconciliation and income taxes paid disaggregated by jurisdiction. This ASU is effective for fiscal years beginning after December 15, 2024, and should be applied on a prospective basis. Retrospective application and early adoption were permitted. We are currently evaluating the impacts of the new standard. In November 2024, the FASB issued ASU No. 2024-03, Reporting Comprehensive Income – Expense Disaggregation Disclosures, which requires additional qualitative and quantitative information about specific expense categories in the notes to financial statements for both interim and annual reporting periods. In January 2025, the FASB further clarified the effective date for interim reporting periods. This ASU is effective for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impacts of the new standard. B. Earnings Per Share We compute basic earnings per share by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per common and potential common share include the weighted average of additional shares associated with the incremental effect of dilutive restricted stock and restricted stock units. The following table reconciles basic and diluted weighted average shares used in the computation of earnings per share (in thousands, except per share data): Three months ended June 30, Nine months ended June 30, 2026 2025 2026 2025 Numerator: Net income $ 52,160 $ 48,234 $ 139,437 $ 129,327 Denominator: Weighted average basic shares 36,432 36,212 36,396 36,176 Dilutive effect of restricted stock and restricted stock units 172 313 170 321 Weighted average diluted shares 36,604 36,525 36,566 36,497 Earnings per share: Basic $ 1.43 $ 1.33 $ 3.83 $ 3.57 Diluted $ 1.42 $ 1.32 $ 3.81 $ 3.54 10 C. Detail of Selected Balance Sheet Accounts Inventories The components of inventories are summarized below (in thousands): June 30, 2026 September 30, 2025 Raw materials, parts and sub-assemblies $ 101,372 $ 90,743 Work-in-progress 2,973 2,222 Provision for excess and obsolete inventories (8,974) (8,246) Total inventories $ 95,371 $ 84,719 Property, Plant and Equipment Property, plant and equipment are summarized below (in thousands): June 30, 2026 September 30, 2025 Land $ 24,297 $ 24,436 Buildings and improvements 132,656 133,455 Machinery and equipment 101,592 99,840 Furniture and fixtures 3,512 3,056 Construction in process 13,457 2,110 $ 275,514 $ 262,897 Less: Accumulated depreciation (156,880) (151,848) Total property, plant and equipment, net $ 118,634 $ 111,049 There were no assets under finance lease as of June 30, 2026 or September 30, 2025. Accrued Product Warranty Activity in our product warranty accrual consisted of the following (in thousands): Three months ended June 30, Nine months ended June 30, 2026 2025 2026 2025 Balance at beginning of period $ 6,637 $ 6,284 $ 6,356 $ 5,822 Increase to warranty expense 1,209 916 4,872 3,769 Deduction for warranty charges (1,232) (1,208) (4,608) (3,549) Change due to foreign currency translation (19) 66 (25) 16 Balance at end of period $ 6,595 $ 6,058 $ 6,595 $ 6,058 D. Revenue Revenue Recognition Our revenues are primarily generated from the manufacturing of custom-engineered products and systems under long-term fixed-price contracts under which we agree to manufacture various products such as traditional and arc-resistant distribution switchgear and control gear, medium-voltage circuit breakers, monitoring and control communications systems, motor control centers, switches and bus duct systems. These products may be sold separately as an engineered solution but are typically integrated into custom-built enclosures which we also build. These enclosures are referred to as power control room substations (PCRs®), custom-engineered modules or electrical houses (E-Houses). Some contracts may also include the installation and the commissioning of these enclosures. Revenue from these contracts is generally recognized over time utilizing the cost-to-cost method. Under the cost-to-cost method, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated 11 costs at completion of the performance obligation. We believe that this method is the most accurate representation of our performance because it directly measures the value of the services transferred to the customer over time as we incur costs on our contracts. Contract costs include all direct materials, labor and indirect costs related to contract performance, which may include indirect labor, supplies, tools, repairs and depreciation costs. We also have contracts to provide field service inspection, installation, commissioning, modification, and repair services, as well as retrofit and retrofill components for existing systems. If the service contract terms give us the right to invoice the customer for an amount that corresponds directly with the value of our performance completed to date (i.e., a service contract in which we bill a fixed amount for each hour of service provided), then we recognize revenue over time in each reporting period corresponding to the amount that we have the right to invoice. Our performance obligations are satisfied as the work progresses. Revenues from our custom-engineered products and value-added services transferred to customers over time accounted for approximately 97% and 96% of revenues for the three and nine months ended June 30, 2026, respectively, and approximately 95% and 96% of revenues for the three and nine months ended June 30, 2025, respectively. We also have sales orders for spare parts and replacement circuit breakers for switchgear that are obsolete or that are no longer produced by the original manufacturer. Revenues from these sales orders are recognized at the time we fulfill our performance obligation to the customer, which is typically upon shipment and represented approximately 3% and 4% of revenues for the three and nine months ended June 30, 2026, respectively, and approximately 5% and 4% of revenues for the three and nine months ended June 30, 2025, respectively. Additionally, some contracts may contain a cancellation clause that could limit the amount of revenue we are able to recognize over time. In these instances, revenue and costs associated with these contracts are deferred and recognized at a point in time when the performance obligation is fulfilled. Selling and administrative costs incurred in relation to obtaining a contract are typically expensed as incurred. We periodically utilize a third-party sales agent to obtain a contract and will pay a commission to that agent. We record the full commission liability to the third-party sales agents at the order date, with a corresponding deferred asset. As the project progresses, we record commission expense based on percentage of completion rates that correlate to the project and reduce the deferred asset. Once we have been paid by the customer, we pay the commission, and the deferred liability is reduced. Performance Obligations A performance obligation is a promise in a contract or with a customer to transfer a distinct good or service. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue as the performance obligations are satisfied. To determine the proper revenue recognition for contracts, we evaluate whether a contract should be accounted for as more than one performance obligation or, less commonly, whether two or more contracts should be combined and accounted for as one performance obligation. This evaluation of performance obligations requires significant judgment. The majority of our contracts have a single performance obligation where multiple engineered products and services are combined into a single custom-engineered solution. Our contracts include a standard one-year assurance warranty. Occasionally, we provide service-type warranties that will extend the warranty period. These extended warranties qualify as a separate performance obligation, and revenue is deferred and recognized over the warranty period. If we determine during the evaluation of the contract that there are multiple performance obligations, we allocate the transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. Remaining unsatisfied performance obligations, which we refer to as backlog, represent the estimated transaction price for goods and services for which we have a material right, but work has not yet been performed. As of June 30, 2026, we had backlog of $2.4 billion, of which approximately $1.3 billion is expected to be recognized as revenue within the next twelve months. Backlog may not be indicative of future operating results as orders may be cancelled or modified by our customers. Our backlog does not include service and maintenance-type contracts for which we have the right to invoice as services are performed. Contract Estimates Actual revenues and project costs may vary from previous estimates due to changes in a variety of factors. The cost estimation process is based on the professional knowledge and experience of our engineers, project managers and financial professionals. Factors that are considered in estimating the work to be completed and ultimate contract recovery include the availability and productivity of labor, the nature and complexity of the work to be performed, the availability of materials, and the effect of any delays on our project performance. We periodically review our job performance, job conditions, estimated profitability and final contract settlements, including our estimate of total costs and make revisions to costs and income in the period in which the revisions are probable and reasonably estimable. We bear the risk of cost overruns in most of our contracts, which may result in 12 reduced profits. Whenever revisions of estimated contract costs and contract values indicate that the contract costs will exceed estimated revenues, thus creating a loss, a provision for the total estimated loss is recorded in that period. For the nine months ended June 30, 2026 and 2025, our operating results were positively impacted by $12.8 million and $15.1 million, respectively, as a result of net changes in contract estimates related to projects in progress at the beginning of the respective period. These changes in estimates resulted primarily from favorable project execution, reduced cost estimates and negotiations of variable consideration, discussed below, as well as revenue recognized from project cancellations and other changes in facts and circumstances during these periods. Gross unfavorable changes in contract estimates were immaterial for both the nine months ended June 30, 2026 and 2025. Variable Consideration It is common for our long-term contracts to contain variable consideration that can either increase or decrease the transaction price. Due to the nature of our contracts, estimating total cost and revenue can be complex and subject to variability due to change orders, back charges, spare parts, early completion bonuses, customer allowances and liquidated damages. We estimate the amount of variable consideration based on the expected value method, which is the sum of the probability-weighted amounts, or the most likely amount method which uses various factors including experience with similar transactions and assessment of our anticipated performance. Variable consideration is included in the transaction price if legally enforceable and to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur once the uncertainty associated with the variable consideration is resolved. Contract Modifications Contracts may be modified for changes in contract specifications and requirements. We consider contract modifications to exist when the modification either creates new or changes the enforceable rights and obligations under the contract. Most of our contract modifications are for goods and services that are not distinct from the existing performance obligation. Contract modifications result in a cumulative catch-up adjustment to revenue based on our measure of progress for the performance obligation. Contract Balances The timing of revenue recognition, billings and cash collections affects accounts receivable, contract assets and contract liabilities in our Condensed Consolidated Balance Sheets. Contract assets are recorded when revenues are recognized in excess of amounts billed for fixed-price contracts as determined by the billing milestone schedule. Contract assets are transferred to accounts receivable when billing milestones have been met, or we have an unconditional right to payment. Contract liabilities typically represent advance payments from contractual billing milestones and billings in excess of revenue recognized. It is unusual to have advanced milestone payments with a term greater than one year, which could represent a financing component of the contract. Our contract assets and liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period and are generally classified as current. Contract assets and liabilities as of June 30, 2026 and September 30, 2025 are summarized below (in thousands): June 30, 2026 September 30, 2025 Contract assets $ 116,002 $ 136,679 Contract liabilities (466,362) (297,949) Net contract liability $ (350,360) $ (161,270) Our net contract billing position remained a net liability at both June 30, 2026 and September 30, 2025, primarily due to strong bookings and favorable contract billing milestones. We typically allocate a significant percentage of the progress billing to the early stages of the contract. To determine the amount of revenue recognized during the period from contract liabilities, we first allocate revenue to the individual contract liability balance outstanding at the beginning of the period until the revenue exceeds that balance. During the nine months ended June 30, 2026, we recognized revenue of $243.7 million that was related to contract liabilities outstanding at September 30, 2025. The timing of our invoice process is typically dependent on the completion of certain milestones and contract terms and is subject to agreement by our customer. Payment is typically expected within 30 days of invoice. Any uncollected invoiced 13 amounts for our performance obligations recognized over time, including contract retentions, are recorded as accounts receivable in the Condensed Consolidated Balance Sheets. Certain contracts allow customers to withhold a small percentage of billings pursuant to retainage provisions, and such amounts are generally due upon completion of the contract and acceptance of the project by the customer. Based on our experience in recent years, the majority of these retainage balances are expected to be collected within approximately twelve months. As of June 30, 2026 and September 30, 2025, we had retention amounts of $6.0 million and $8.1 million, respectively. Of the retained amount at June 30, 2026, $5.8 million is expected to be collected in the next twelve months and is recorded in accounts receivable. The remaining $0.2 million is recorded in other assets. Disaggregation of Revenue The following tables present our disaggregated revenue by geographic destination and market sector for the three and nine months ended June 30, 2026 and 2025 (in thousands): Three months ended June 30, Nine months ended June 30, 2026 2025 2026 2025 United States $ 250,624 $ 224,537 $ 677,774 $ 650,143 Canada 24,140 42,611 86,422 108,275 Middle East and Africa 15,875 9,917 39,365 22,757 Europe 8,606 5,522 27,310 16,947 Asia/Pacific 11,782 1,805 26,925 5,031 Mexico, Central and South America 713 1,881 1,743 3,182 Total revenues by geographic destination $ 311,740 $ 286,273 $ 859,539 $ 806,335 Three months ended June 30, Nine months ended June 30, 2026 2025 2026 2025 Oil and gas (excludes petrochemical) $ 106,275 $ 105,464 $ 316,908 $ 302,310 Electric utility 88,616 74,909 238,368 196,488 Commercial and other industrial 76,317 49,519 171,388 134,188 Petrochemical 18,461 36,349 68,790 113,236 Light rail traction power 7,961 8,549 25,623 26,785 All others 14,110 11,483 38,462 33,328 Total revenues by market sector $ 311,740 $ 286,273 $ 859,539 $ 806,335 14 E. Goodwill and Other Intangible Assets Our intangible assets include goodwill of $6.0 million, which is not being amortized, and other intangible assets of $5.4 million being amortized over their estimated useful lives. No impairment expense has been recorded for the last three fiscal years. Goodwill The changes in the carrying amount of goodwill for the nine months ended June 30, 2026 for our single reporting segment are as follows (in thousands): Total Balance as of September 30, 2025 $ 6,125 Foreign currency translation adjustment (76) Balance as of June 30, 2026 $ 6,049 Other Intangible Assets Intangible asset balances, subject to amortization, at June 30, 2026 and September 30, 2025 consisted of the following (in thousands): June 30, 2026 Weighted Average Remaining Useful Lives in Years Gross Carrying Value Accumulated Amortization Net Carrying Value Customer relationships 11 $ 2,169 $ (158) $ 2,011 Technologies 4 3,473 (520) 2,953 Trademarks 9 467 (41) 426 Order backlog less than 1 54 (47) 7 Total intangible assets $ 6,163 $ (766) $ 5,397 September 30, 2025 Weighted Average Remaining Useful Lives in Years Gross Carrying Value Accumulated Amortization Net Carrying Value Customer relationships 12 $ 2,202 $ (23) $ 2,179 Technologies 5 3,518 (76) 3,442 Trademarks 10 475 (6) 469 Order backlog 1 55 (7) 48 Total intangible assets $ 6,250 $ (112) $ 6,138 We have an additional technology intangible asset of $0.5 million associated with an intellectual property acquired in December 2023 which has not yet been subject to amortization. 15 As of June 30, 2026, the estimated future amortization expense of intangible assets is as follows (in thousands): Remainder of 2026 $ 213 2027 922 2028 922 2029 922 2030 848 Thereafter 1,570 Total $ 5,397 F. Long-Term Debt U.S. Revolver We have a credit agreement with Bank of America, N.A. and Texas Capital Bank with an aggregate commitment of $150.0 million, consisting of $100.0 million committed by Bank of America and $50.0 million committed by Texas Capital Bank (the U.S. Revolver). The U.S. Revolver has an expiration date of October 4, 2028. As of June 30, 2026, there were no amounts borrowed under the U.S. Revolver, and letters of credit outstanding were $103.9 million. There was $46.1 million available for the issuance of letters of credit and borrowings under the U.S. Revolver as of June 30, 2026. As of June 30, 2026, we were in compliance with all of the financial covenants of the U.S. Revolver. G. Commitments and Contingencies Letters of Credit, Bank Guarantees and Bonds Certain customers require us to post letters of credit, bank guarantees or surety bonds. These security instruments assure that we will perform under the terms of our contract. In the event of default, the counterparty may demand payment from the bank under a letter of credit or bank guarantee, or performance by the surety under a bond. To date, there have been no significant draws or claims related to security instruments for the periods reported. We were contingently liable for letters of credit of $103.9 million as of June 30, 2026. We also had surety bonds totaling $492.4 million that were outstanding, with additional bonding capacity of $707.6 million available, at June 30, 2026. We have strong surety relationships; however, a change in market conditions or the sureties’ assessment of our financial position could cause the sureties to require cash collateralization for undischarged liabilities under the bonds. We have a $19.9 million facility agreement (Facility Agreement) between Powell (UK) Limited and a large international bank that provides Powell (UK) Limited the ability to enter into bank guarantees as well as forward exchange contracts and currency options. At June 30, 2026, we had outstanding guarantees totaling $5.7 million, with an additional capacity of $14.2 million available under this Facility Agreement. The Facility Agreement provides for customary events of default and carries cross-default provisions with the U.S. Revolver. If an event of default (as defined in the Facility Agreement) occurs and is continuing, per the terms and subject to the conditions set forth therein, obligations outstanding under the Facility Agreement may be accelerated and declared immediately due and payable. Additionally, we are required to maintain cash collateral for guarantees greater than two years. As of June 30, 2026, we were in compliance with all of the financial covenants of the Facility Agreement. Litigation We are involved in various legal proceedings, claims and other disputes arising from our commercial operations, projects, employees and other matters which, in general, are subject to uncertainties and in which the outcomes are not predictable. Although we can give no assurances about the resolution of pending claims, litigation or other disputes, and the effect such outcomes may have on us, management believes that any ultimate liability resulting from the outcome of such proceedings, to the extent not otherwise provided for or covered by insurance, will not have a material adverse effect on our consolidated financial position, or results of operations or liquidity. 16 Liquidated Damages Certain of our customer contracts have schedule and performance obligation clauses that, if we fail to meet them, could require us to pay liquidated damages. Each individual contract defines the conditions under which the customer may make a claim against us. As of June 30, 2026, certain contracts had a probable exposure to liquidated damages claims of $6.3 million, which could possibly increase to $9.3 million under certain circumstances. Based on our actual or projected failure to meet these various contractual commitments, $5.1 million has been recorded as a reduction to revenue. We will attempt to obtain change orders, contract extensions or accelerate project completion, which may resolve the potential for any unrecorded liquidated damages claims. Should we fail to achieve relief on some or all of these contractual obligations, we could be required to pay additional liquidated damages, which could negatively impact our future operating results. H. Stock-Based Compensation Refer to our Annual Report on Form 10-K for the fiscal year ended September 30, 2025 for a full description of our existing stock-based compensation plans. Restricted Stock Units We issue restricted stock units (RSUs) to certain officers and key employees of the Company. The fair value of the RSUs is based on the price of our common stock as reported on the NASDAQ Global Market during a specified period prior to the grant dates. Typically, these grants vest over a three-year period from the date of issuance and are a blend of time-based and performance-based shares. The portion of the grant that is time-based typically vests over a three-year period on each anniversary of the grant date, based on continued employment. The performance-based shares vest based on the three-year revenue growth, earnings and safety performance of the Company following the grant date. At June 30, 2026, there were 166,118 RSUs outstanding. The RSUs do not have voting rights but do receive dividend equivalents upon vesting, which are accrued quarterly. Additionally, the shares of common stock underlying the RSUs are not considered issued and outstanding until vested and common stock is issued. Total RSU activity (number of shares) for the nine months ended June 30, 2026 is summarized below: Number of Restricted Stock Units Weighted Average Grant Value Per Share Outstanding at September 30, 2025 350,658 $ 21.60 Granted 60,590 100.40 Vested (245,130) 12.96 Forfeited/canceled — — Outstanding at June 30, 2026 166,118 $ 63.02 During the nine months ended June 30, 2026 and 2025, we recorded compensation expense of $3.7 million and $3.1 million, respectively, related to the RSUs. Restricted Stock Each year, every non-employee director receives restricted shares of the Company’s common stock with a grant-date value of $0.1 million. The number of granted shares is calculated by dividing the $0.1 million by the average of high and low prices of our common stock on the grant date. The shares shall vest on the earlier of the grant anniversary date or the date of the next annual meeting of stockholders, whichever occurs first. In February 2026, 4,200 shares of restricted stock were issued to our non-employee directors at a price of $184.83 per share. During the nine months ended June 30, 2026 and 2025, we recorded compensation expense of $0.6 million and $0.5 million, respectively, related to restricted stock. 17 I. Fair Value Measurements We measure certain financial assets and liabilities at fair value. Fair value is defined as an “exit price,” which represents the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in valuing an asset or liability. The accounting guidance requires the use of valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. As a basis for considering such assumptions and inputs, a fair value hierarchy has been established which identifies and prioritizes three levels of inputs to be used in measuring fair value. The three levels of the fair value hierarchy are as follows: Level 1 — Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 — Inputs other than the quoted prices in active markets that are observable either directly or indirectly, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data. Level 3 — Unobservable inputs that are supported by little or no market data and require the reporting entity to develop its own assumptions. Recurring Fair Value Measurements The following table summarizes the fair value of our assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2026 (in thousands): Fair Value Measurements at June 30, 2026 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Fair Value at June 30, 2026 Assets: Cash and cash equivalents $ 633,561 $ — $ — $ 633,561 Short-term investments — — — — Rabbi trust assets — 16,960 — 16,960 Liabilities: Deferred compensation — 16,892 — 16,892 Contingent future payments related to the acquisition of Remsdaq — — 2,428 2,428 The following table summarizes the fair value of our assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2025 (in thousands): Fair Value Measurements at September 30, 2025 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Fair Value at September 30, 2025 Assets: Cash and cash equivalents $ 450,739 $ — $ — $ 450,739 Short-term investments 24,788 — — 24,788 Rabbi trust assets — 13,931 — 13,931 Liabilities: Deferred compensation — 13,707 — 13,707 Contingent future payments related to the acquisition of Remsdaq — — 2,344 2,344 18 Fair value guidance requires certain fair value disclosures be presented in both interim and annual reports. The estimated fair value amounts of financial instruments have been determined using available market information and valuation methodologies described below. Cash and cash equivalents – Cash and cash equivalents, primarily funds held in money market savings instruments, are reported at their current carrying value, which approximates fair value due to the short-term nature of these instruments and are included in cash and cash equivalents in our Condensed Consolidated Balance Sheets. Short-term investments – Short-term investments include time deposits with original maturities of three months or more. Rabbi trust assets and deferred compensation – We hold investments in an irrevocable rabbi trust for our deferred compensation plan. The assets are primarily related to company-owned life insurance policies and are included in other assets in the accompanying Condensed Consolidated Balance Sheets. Because the mutual funds and company-owned life insurance policies are combined in the plan, they are categorized as Level 2 in the fair value measurement hierarchy. The deferred compensation liability represents the investment options that the plan participants have designated to serve as the basis for measurement of the notional value of their accounts. Because the deferred compensation liability is intended to offset the plan assets, it is also categorized as Level 2 in the fair value measurement hierarchy. Contingent future payments related to the acquisition of Remsdaq – The contingent future payments were calculated using a probability outcome model based on internally developed assumptions; accordingly, they are categorized as Level 3 in the fair value measurement hierarchy. There were no transfers between levels within the fair value measurement hierarchy during the quarter ended June 30, 2026. J. Leases Our leases consist primarily of office, warehouse and manufacturing space, as well as construction equipment. All of our future lease obligations are related to non-cancelable operating leases. The following table provides a summary of lease cost components for the three and nine months ended June 30, 2026 and 2025, respectively (in thousands): Three months ended June 30, Nine months ended June 30, Lease Cost 2026 2025 2026 2025 Operating lease cost $ 362 $ 210 $ 945 $ 655 Variable lease cost(1) 86 53 177 134 Short-term lease cost(2) 611 647 1,822 1,954 Total lease cost $ 1,059 $ 910 $ 2,944 $ 2,743 (1) Variable lease cost represents common area maintenance charges. (2) Short-term lease cost includes leases and rentals with initial terms of one year or less. 19 We recognize operating lease assets and operating lease liabilities representing the present value of the remaining lease payments for leases with initial terms greater than twelve months. Leases with initial terms of twelve months or less are not recorded in our Condensed Consolidated Balance Sheets. The following table provides a summary of the operating lease assets and operating lease liabilities included in our Condensed Consolidated Balance Sheets as of June 30, 2026 and September 30, 2025, respectively (in thousands): Operating Leases June 30, 2026 September 30, 2025 Assets: Operating lease assets, net $ 2,524 $ 1,664 Liabilities: Current operating lease liabilities $ 947 $ 882 Long-term operating lease liabilities 1,577 782 Total lease liabilities $ 2,524 $ 1,664 In Fiscal 2026, we executed two operating leases, one in Canada for additional office and warehouse space and the other adjacent to our Houston manufacturing facility for additional manufacturing and warehouse space. Both leases are expected to commence in Fiscal 2027. The following table provides the maturities of our operating lease liabilities as of June 30, 2026, as well as our executed operating leases with future commencement dates (in thousands): Operating Leases Leases Signed Less: Leases Not Yet Commenced Leases in Effect Remainder of 2026 $ 290 $ — $ 290 2027 1,574 494 1,080 2028 1,231 494 737 2029 869 494 375 2030 709 494 215 Thereafter 142 — 142 Total future minimum lease payments $ 4,815 $ 1,976 $ 2,839 Less: present value discount (imputed interest) (315) — (315) Present value of lease liabilities $ 4,500 $ 1,976 $ 2,524 The weighted average discount rate as of June 30, 2026 and 2025 were 7.67% and 6.60%, respectively. The weighted average remaining lease term was 3.03 years and 2.19 years, respectively, at June 30, 2026 and 2025. K. Segment Information We manage our business as one reportable operating segment and our revenues are primarily generated from the development, design, manufacturing and servicing of custom-engineered equipment and systems for the distribution, control and monitoring of electrical energy. Our chief operating decision maker (“CODM”) is our chief executive officer. The CODM manages and allocates resources on a total consolidated basis by assessing performance of revenues and earnings before interest and taxes (“EBIT”) using actual-to-actual, actual-to-plan and actual-to-forecast variance analysis. The measure of segment profit and loss regularly provided to the CODM that is most consistent with GAAP is consolidated net income, as presented in our Consolidated Statements of 20 Operations. The CODM does not manage cost components by product, customer type or service type, nor does the CODM regularly receive disaggregated information at this level. For the three and nine months ended June 30, 2026 and 2025, the summary of segment net income, including segment expenses, for our single reportable segment were as follows (in thousands): Three months ended June 30, Nine months ended June 30, 2026 2025 2026 2025 Revenues $ 311,740 $ 286,273 $ 859,539 $ 806,335 Segment operating expenses: Cost of goods sold 216,441 198,374 604,886 575,480 General and administrative expenses 18,223 17,242 53,161 46,717 Sales and marketing expenses 8,742 7,667 24,852 21,330 Research and development expenses 4,300 2,659 11,856 7,881 Amortization 221 — 666 — Realized currency (gain) loss (263) 207 (310) 312 Total segment operating expenses 247,664 226,149 695,111 651,720 Operating income / EBIT 64,076 60,124 164,428 154,615 Interest income, net (5,047) (3,977) (13,515) (11,397) Income tax provision 16,963 15,867 38,506 36,685 Segment net income $ 52,160 $ 48,234 $ 139,437 $ 129,327 Gross profit $ 95,299 $ 87,899 $ 254,653 $ 230,855 Revenues by country or geographic region represent sales to unaffiliated customers as determined by the ultimate destination of our products and services, summarized for the three and nine months ended June 30, 2026 and 2025 (in thousands): Three months ended June 30, Nine months ended June 30, 2026 2025 2026 2025 United States $ 250,624 $ 224,537 $ 677,774 $ 650,143 Canada 24,140 42,611 86,422 108,275 Middle East and Africa 15,875 9,917 39,365 22,757 Europe 8,606 5,522 27,310 16,947 Asia/Pacific 11,782 1,805 26,925 5,031 Mexico, Central and South America 713 1,881 1,743 3,182 Total revenues $ 311,740 $ 286,273 $ 859,539 $ 806,335 Long-lived assets by country consist of property, plant and equipment, net of accumulated depreciation and are determined based on the location of the tangible assets, summarized below (in thousands): June 30, 2026 September 30, 2025 Long-lived assets: United States $ 80,174 $ 70,699 Canada 31,411 32,744 United Kingdom 7,049 7,606 Total $ 118,634 $ 111,049 21 L. Income Taxes The calculation of the effective tax rate is as follows (in thousands): Three months ended June 30, Nine months ended June 30, 2026 2025 2026 2025 Income before income taxes $ 69,123 $ 64,101 $ 177,943 $ 166,012 Income tax provision 16,963 15,867 38,506 36,685 Net income $ 52,160 $ 48,234 $ 139,437 $ 129,327 Effective tax rate 25 % 25 % 22 % 22 % Our income tax provision reflects an effective tax rate on pre-tax income of 25% and 22% for the three and nine months ended June 30, 2026, and June 30, 2025. The effective tax rates for each period were favorably impacted by the estimated Research and Development (R&D) Tax Credit, which was offset by the tax expense related to certain nondeductible items. In addition, discrete items related to the vesting of RSUs recorded in the first quarters of Fiscal 2026 and Fiscal 2025 favorably impacted the effective tax rate for the nine months ended June 30, 2026 and June 30, 2025. M. Subsequent Events Quarterly Dividend Declared On August 3, 2026, our Board of Directors declared a quarterly cash dividend on our common stock in the amount of $0.09 per share. The dividend is payable on September 16, 2026 to shareholders of record at the close of business on August 19, 2026. 22 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Unless otherwise indicated, all references to “we,” “us,” “our,” “Powell” or “the Company” include Powell Industries, Inc. and its consolidated subsidiaries. This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). All statements, other than statements of historical fact, included in this report are forward-looking statements. Such forward-looking statements include, but are not limited to, projections and estimates of the timing and success of specific projects and our future backlog (including our characterization of new orders as “large” or “mega,” which is used herein to indicate orders ranging from $10 to $50 million or larger than $50 million, respectively), revenues, income, acquisitions, liquidity and capital expenditures, the effect of tariffs, and expectations with respect to, or the impacts of, data center projects becoming a larger component of our backlog and revenues, as well as other statements that are not historical facts contained in or incorporated by reference into this report. Statements that contain words such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “continue,” “should,” “could,” “may,” “plan,” “project,” “predict,” “potential,” “possible,” “would,” “outlook,” “will” or similar expressions are forward-looking statements. These forward-looking statements speak only as of the date of this report. We disclaim any obligation to update or revise these statements unless required by applicable law, whether as a result of new information, future events or otherwise. We caution you not to unduly rely on them. We have based these forward-looking statements on expectations and assumptions of management at the time the statements were made. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties that could cause actual results to differ materially from those included in this report, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties include, but are not limited to, the potential failure to adequately predict costs (including in connection with our fixed-price contracts) and prevent cost overruns, including the impacts of inflation, the effect of tariffs, potentially disruptive or unanticipated changes in suppliers, the availability of cash on hand and other sources of liquidity to fund our operating expenses and capital expenditures, the impacts of future legislative and regulatory initiatives, including with respect to data centers, the potential effects of ongoing military disputes (including current conflicts in Ukraine and Iran), electronic, cyber or physical security breaches, and other factors detailed herein and in our other SEC filings. Additional important risks, uncertainties and other factors are detailed below. Risk Factors Related to our Business and Industry •Our business is subject to the cyclical nature of the end markets that we serve. This cyclicality has had, and may continue to have, an adverse effect on our operating results. •Our industry is highly competitive. •Our backlog is subject to unexpected adjustments, cancellations and scope reductions and, therefore, may not be a reliable indicator of our future earnings. •Failure to place competitive bids and adequately project future costs may result in losses on our fixed-price contracts with customers. •Supplier concentration and limited supplier capacity may adversely impact our business and results of operations. •Our business requires skilled and unskilled labor, and we may be unable to attract and retain qualified employees. •Revenues recognized over time from our fixed-price contracts could result in volatility in our results of operations. •We are exposed to risks relating to the use of subcontractors. •Technological innovations may make existing products and production methods obsolete. The development or use of Artificial Intelligence (AI) by our competitors or other third parties may impair our ability to compete effectively and adversely affect our business, financial condition and results of operations. •We may not be successful in our AI initiatives, which could adversely affect our business, reputation, and results of operations. •Unforeseen difficulties with expansions, relocations, or consolidations of existing facilities could adversely affect our operations. •Quality problems with our products could harm our reputation and erode our competitive position. 23 •Many of our contracts contain performance obligations that may subject us to penalties or additional liabilities. •Growth and product diversification through strategic acquisitions involve a number of risks. •Misconduct by our employees or subcontractors, or a failure to comply with applicable laws or regulations, could harm our reputation, damage our relationships with customers and subject us to criminal and civil enforcement actions. •Unsatisfactory safety performance may subject us to penalties, negatively impact customer relationships, result in higher operating costs, and negatively impact employee morale and turnover. Risk Factors Related to our Financial Condition and Markets •Global economic uncertainty and financial market conditions may impact our customer base, suppliers and backlog. •Fluctuations in the price and supply of materials used to manufacture our products may reduce our profits and could adversely impact our ability to meet commitments to our customers. •Obtaining surety bonds, letters of credit, bank guarantees, or other financial assurances, may be necessary for us to successfully bid on and obtain certain contracts. •Failure to remain in compliance with covenants or obtain waivers or amendments under our credit agreement could adversely impact our business. •We extend credit to customers in conjunction with our performance under fixed-price contracts which subjects us to potential credit risks. •A significant portion of our revenues may be concentrated among a small number of customers and may be subject to the risks of particular industries. •Our international operations expose us to risks that are different from, or possibly greater than, the risks we are exposed to domestically and may adversely affect our operations. •Our ability to access credit and capital markets may be limited, which could adversely affect our liquidity, operations, and growth strategy. Risk Factors Related to our Corporate Structure and our Common Stock •Provisions of our charter documents or Delaware law could delay or prevent a change in control of our company, even if that change would be beneficial to our shareholders. •The personal liability of our directors and officers for monetary damages for breach of their fiduciary duty of care is limited by the Delaware General Corporation Law and by our certificate of incorporation. •The exclusive-forum provision contained in our bylaws could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees. •Our stock price could decline or fluctuate significantly due to unforeseen circumstances that may be outside of our control. These fluctuations may cause our stockholders to incur losses. •There can be no assurance that we will declare or pay future dividends on our common stock. •We may issue preferred stock on terms that could adversely affect the voting power or value of our common stock. Risk Factors Related to Legal and Regulatory Matters •Our operations could be adversely impacted by the effects of government regulations. •Actual and potential claims, lawsuits and proceedings could ultimately reduce our profitability and liquidity and weaken our financial condition. •Changes in tax laws and regulations may change our effective tax rate and could have a material effect on our financial results. •Failure to develop, obtain, enforce, and protect intellectual property rights or third-party claims that we are infringing on their intellectual property could harm our business. •Significant developments arising from tariffs and other economic proposals could adversely impact our business. •Failures or weaknesses in our internal controls over financial reporting could adversely affect our ability to report on our financial condition and results of operations accurately or on a timely basis. 24 General Risk Factors •We carry insurance against many potential liabilities, but our management of risk may leave us exposed to unidentified or unanticipated risks. •Catastrophic events, including natural disasters, health epidemics, acts of war and terrorism, climate change, among others, could disrupt our business. •A failure in our business systems or cybersecurity attacks on any of our facilities, or those of third parties, could adversely affect our business, results of operations and reputation. •Data privacy, data protection, and information security may require significant resources and present certain risks. •Changes in and compliance with Environmental, Social, and Governance (ESG) initiatives could adversely impact our business. •The departure of key personnel could disrupt our business. Refer to “Risk Factors” in Part I. Item 1A of our Annual Report on Form 10-K for the year ended September 30, 2025, which was filed with the SEC on November 19, 2025. We can provide no assurance that the forward-looking statements contained in this report will occur as expected, and actual results may differ materially from those included in this report. Investors should note that we announce material financial information in SEC filings, press releases and public conference calls. Based on guidance from the SEC, we may use the Investors section of our website to communicate with investors. It is possible that the financial and other information posted there could be deemed to be material information. The information on our website is not part of, and is not incorporated to, this Quarterly Report on Form 10-Q. 25