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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): February 3, 2026
POWELL INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware001-1248888-0106100
(State or other jurisdiction of
incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification Number)
8550 Mosley RoadHouston Texas77075-1180
(Address of principal executive offices)(Zip Code)
(713) 944-6900
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, par value $0.01 per sharePOWL Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02 – Results of Operations and Financial Condition.

On February 3, 2026, Powell Industries, Inc. (NASDAQ: POWL) (the “Company”) issued a press release regarding the Company’s results of operations for its fiscal 2026 first quarter ended December 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in Item 2.02 of this Current Report on Form 8-K (“Current Report”) and Exhibit 99.1 attached hereto is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified therein as being incorporated by reference.
Item 8.01 – Other Events.

On February 3, 2026, the Company also issued a press release announcing that its Board of Directors declared a quarterly cash dividend of $0.27 per share payable to shareholders of record at the close of business on February 18, 2026. This dividend will be paid on March 18, 2026. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 – Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are furnished as part of this Report.
Exhibit Number

Description
99.1
99.2
104Cover Page Interactive Data File (embedded within the Inline XBRL document)





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
        
POWELL INDUSTRIES, INC.
Date: February 3, 2026
By:/s/ Michael W. Metcalf
Michael W. Metcalf
Executive Vice President
Chief Financial and Principal Accounting Officer
(Principal Financial and Principal Accounting Officer)





Exhibit 99.1


image_01a.jpg        PRESS RELEASE

For Immediate ReleaseContact:Michael Metcalf, CFO
Powell Industries, Inc.
713-947-4422
Robert Winters or Ryan Coleman
Alpha IR Group
POWL@alpha-ir.com
312-445-2870

POWELL INDUSTRIES ANNOUNCES FIRST QUARTER FISCAL 2026 RESULTS

HOUSTON —February 3, 2026 — Powell Industries, Inc. (NASDAQ: POWL), a leading supplier of custom-engineered solutions for the management, control and distribution of electrical energy, today announced results for the first quarter Fiscal 2026 ended December 31, 2025. All comparisons are to the first quarter Fiscal 2025, unless otherwise noted.

First Quarter Key Highlights:
Revenues of $251 million increased 4%;
Gross profit of $71 million, or 28.4% of revenue, increased 20%;
Net income of $41 million, or $3.40 per diluted share, increased 19%;
New orders(1) totaled $439 million, an increase of 63%;
Backlog(2) as of December 31, 2025 totaled $1.6 billion, an increase of 16%;
Cash and short-term investments as of December 31, 2025 totaled $501 million.

Brett A. Cope, Powell’s Chairman and Chief Executive Officer, stated, “Ongoing levels of solid project execution drove a strong start to our fiscal year, as we delivered a gross margin of 28.4% despite the typical seasonality and lower volumes that define our first quarter. We also experienced high levels of order activity across most of the markets we serve, as the $439 million of awards booked was the highest quarterly total in over two years and led to a book-to-bill ratio of



1.7. Activity in our Commercial & Other Industrial market has accelerated considerably, as this market accounted for almost one-half of our awards in the quarter, and the average project size that we are pursuing and winning has grown substantially, highlighted by our first megaproject(3) order in the data center end market. Also, we won a very large LNG award to support a project along the U.S. Gulf Coast, as this market continues to exhibit favorable dynamics. Overall, our fiscal year is off to a great start, and our results continue to demonstrate both the breadth of investment in electrical infrastructure, as well as Powell’s unique ability to deliver engineered-to-order solutions.”

First Quarter Fiscal 2026 Results
Revenues totaled $251.2 million, an increase of 4% compared to $241.4 million in the prior year, and a sequential decline of 16% compared to $298.0 million in the fourth quarter of Fiscal 2025. The growth compared to the prior year was driven by higher revenue levels from the Electric Utility and Oil & Gas markets, which increased by 35% and 2%, respectively, partially offset by lower revenue levels in the Petrochemical and Commercial & Other Industrial markets, which declined by 31% and 8%, respectively. The sequential decline was consistent with typical seasonality in the business and fewer working days.
Gross profit of $71.4 million, or 28.4% of revenue, increased 20% compared to $59.5 million, or 24.7% of revenue, in the prior year and decreased sequentially by 24% compared to $93.5 million, or 31.4% of revenue, in the fourth quarter of Fiscal 2025. The improvement compared to the prior year was primarily due to favorable volume leverage and strong project execution, while continuing to operate in a stable pricing environment. The sequential decline was the result of the seasonality compared to the fourth quarter of Fiscal 2025.
New orders totaled $439 million compared to $269 million in the prior year and $271 million in the fourth quarter of Fiscal 2025. The increases were driven primarily by higher bookings in the Commercial & Other Industrial sector, which included an approximately $75 million order supporting the data center end market – the Company’s first megaproject booking in data centers. In total, data center orders during the quarter were well in excess of $100 million. The Company was also awarded an LNG megaproject order during the quarter to support the liquefaction and export of LNG along the U.S. Gulf Coast.
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Backlog totaled $1.6 billion as of December 31, 2025, an increase of 14% compared to backlog as of September 30, 2025, and an increase of 16% compared to backlog as of December 31, 2024.
Net income of $41.4 million, or $3.40 per diluted share, increased 19% compared to $34.8 million, or $2.86 per diluted share, in the prior year and declined 20% compared to $51.4 million, or $4.22 per diluted share, in the fourth quarter of Fiscal 2025.

OUTLOOK
Commenting on the Company's expectations for Fiscal 2026, Cope added, “Our outlook for each of our major markets remains very encouraging. The growing demand for electrical energy and the response from our Electric Utility customers has continued to support very strong order activity which we expect will sustain itself for the foreseeable future. At the same time, we are beginning to see higher activity levels within the LNG market after what was a period of subdued order activity for much of 2024 and early 2025. We continue to believe that the favorable economics of the U.S. natural gas market will continue to drive international demand for domestic LNG exports as well as favorable market conditions conducive to sustained order activity for Powell. Lastly, the rapid pace of data center development and AI investment is leading to larger and more numerous opportunities for Powell in our Commercial & Other Industrial market, demonstrated by the growing market opportunity for our medium-voltage switchgear product to handle the power demands of larger data centers with greater computing power.”
Michael Metcalf, Powell’s Chief Financial Officer, commented, “Our first quarter supports our continued confidence in our ability to deliver another year of solid financial results in Fiscal 2026, including a gross margin that is expected to sustain the performance achieved in the prior year. Our backlog is well-balanced, the pricing environment remains stable, and the broader Powell team continues to execute projects effectively and efficiently. With a very strong cash balance and no debt, we are well-positioned to continue to create value for our customers, employees, and shareholders alike.”

CONFERENCE CALL
Powell Industries has scheduled a conference call for Wednesday, February 4, 2026 at 11:00 a.m. Eastern time. To participate in the conference call, dial 1-833-953-2431 (domestic) or 1-412-317-5760 (international) at least 10 minutes before the call begins and ask for the Powell
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Industries conference call. A telephonic replay of the conference call will be available through February 11, 2026 and may be accessed by calling 1-855-669-9658 (domestic) or 1-412-317-0088 (international) and using passcode 7746770#.
Investors, analysts and the general public will also have the opportunity to listen to the conference call over the Internet by visiting powellind.com. To listen to the live call on the web, please visit the website at least 15 minutes before the call begins to register, download and install any necessary audio software. For those who cannot listen to the live webcast, an archive will be available shortly after the call and will remain available for approximately 90 days at powellind.com.

About Powell Industries
Powell Industries, Inc., headquartered in Houston, Texas, develops, designs, manufactures and services 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. Powell Industries, Inc. primarily serves 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. For more information, please visit powellind.com.

Any forward-looking statements in the preceding paragraphs of this release, including those related to our outlook, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements involve risks and uncertainties in that actual results may differ materially from those projected in the forward-looking statements. In the course of operations, we are subject to certain risk factors, competition and competitive pressures, sensitivity to general economic and industrial conditions, international political and economic risks, availability and price of raw materials, the impact of tariffs and execution of business strategy. For further information, please refer to the Company's filings with the Securities and Exchange Commission, copies of which are available from the Company without charge.

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POWELL INDUSTRIES, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS



Three Months Ended
December 31,
20252024
(In thousands, except per share data)
     (Unaudited)
Revenues$251,184 $241,431 
Cost of goods sold179,766 181,907 
Gross profit71,41859,524
Selling, general and administrative expenses25,158 21,476 
Research and development expenses3,267 2,476 
Amortization of intangible assets222 — 
Operating income42,771 35,572 
Other expenses (income):
Interest income, net(4,265)(3,865)
Income before income taxes
47,03639,437
Income tax provision5,646 4,674 
Net income$41,390 $34,763 
Earnings per share:
Basic$3.42 $2.89 
Diluted$3.40 $2.86 
Weighted average shares:
Basic12,109 12,037 
Diluted12,163 12,152 
SELECTED FINANCIAL DATA:
Depreciation and Amortization
$2,149 $1,755 
Capital Expenditures
$2,029 $2,189 
Dividends Paid
$3,235 $3,185 


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POWELL INDUSTRIES, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
December 31, 2025September 30, 2025
(In thousands)
(Unaudited)
Assets:
   Cash, cash equivalents and short-term investments
$500,843 $475,527 
   All other current assets
419,243 456,189 
   Property, plant and equipment, net
111,832 111,049 

   Long-term assets
62,450 66,219 

      Total assets
$1,094,368 $1,108,984 

Liabilities and equity:
   Current liabilities
$401,626 $446,387 

   Deferred and other long-term liabilities
23,856 21,827 

   Stockholders’ equity
668,886 640,770 

      Total liabilities and stockholders’ equity
$1,094,368 $1,108,984 
SELECTED FINANCIAL DATA:
   Working capital(4)
$518,460 $485,329 

(1)New orders (bookings) represent the estimated value of contracts added to existing backlog (unsatisfied performance obligations).
(2)The amounts recorded in backlog may not be a reliable indicator of our future operating results and may not be indicative of continuing revenue performance over future fiscal quarters or years primarily due to unexpected contract adjustments, cancellations or scope reductions.
(3)A megaproject is defined as a project with a contract value exceeding $50 million.
(4)Working capital is equal to current assets (including cash and short-term investments) minus current liabilities.

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Exhibit 99.2

image_0a.jpg        PRESS RELEASE

FOR IMMEDIATE RELEASEContact:Michael Metcalf, CFO
Powell Industries, Inc.
713-947-4422
Robert Winters or Ryan Coleman
Alpha IR Group
POWL@alpha-ir.com
312-445-2870

Powell Industries Declares an Increase to the Quarterly Cash Dividend

HOUSTON — February 3, 2026 — Powell Industries, Inc. (NASDAQ: POWL), a leading supplier of custom engineered solutions for the management, control and distribution of electrical energy, today announced that its Board of Directors has approved an increase to the quarterly cash dividend on the Company’s common stock to $0.27 per share, equating to an annualized dividend of $1.08 per share from the current $1.07 per share. The dividend is payable on March 18, 2026, to shareholders of record at the close of business on February 18, 2026.

Powell Industries, Inc., headquartered in Houston, Texas, develops, designs, manufactures and services 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. Powell Industries, Inc. primarily serves 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. For more information, please visit powellind.com.

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