This Management's Discussion and Analysis of Financial Condition and Results of Operations and other sections of this Quarterly Report on Form 10­Q for the quarter ended March 31, 2022 ("2022 Q1 Form 10­Q") contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on current expectations, estimates, and projections about our business, management's beliefs, and assumptions made by management. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "forecasts," "should," "could," and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements as a result of a variety of important factors. While it is impossible to identify all such factors, those that could cause actual results to differ materially from those estimated by us include: • changes in demand and market prices for our products; • product mix; • bidding activity and order cancelations; • timing of customer orders and deliveries; • production schedules; • price and availability of raw materials; • excess or shortage of production capacity; • international trade policy and regulations;

• changes in tariffs and duties imposed on imports and exports and related

• our ability to identify and complete internal initiatives and/or acquisitions

in order to grow our business;

• our ability to effectively integrate Park Environmental Equipment, LLC

("ParkUSA") and other acquisitions into our business and operations and

achieve significant administrative and operational cost synergies and

• impacts of recent U.S. tax reform legislation on our results of operations;

• adequacy of our insurance coverage; • supply chain challenges; • labor shortages; • ongoing military conflicts in the Ukraine and related consequences; • operating problems at our manufacturing operations including fires, explosions, inclement weather, and natural disasters;

• impacts of pandemics, epidemics, or other public health emergencies, such as

coronavirus disease 2019 ("COVID­19"); and

• other risks discussed in our Annual Report on Form 10­K for the year ended

December 31, 2021 ("2021 Form 10­K") and from time to time in our other

Securities and Exchange Commission ("SEC") filings and reports. Such forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this 2022 Q1 Form 10­Q. If we do update or correct one or more forward-looking statements, investors and others should not conclude that we will make additional updates or corrections with respect thereto or with respect to other forward-looking statements. 17

Table of Contents Overview Northwest Pipe Company is a leading manufacturer of water related infrastructure products. In addition to being the largest manufacturer of engineered steel water pipeline systems in North America, we manufacture high-quality precast and reinforced concrete products; water, wastewater, and stormwater equipment; steel casing pipe, bar-wrapped concrete cylinder pipe, and one of the largest offerings of pipeline system joints, fittings, and specialized components. Strategically positioned to meet growing water and wastewater infrastructure needs, we provide solution-based products for a wide range of markets under the ParkUSA, Geneva Pipe and Precast, Permalok®, and Northwest Pipe Company lines. Our diverse team is committed to quality and innovation while demonstrating our core values of accountability, commitment, and teamwork. We are headquartered in Vancouver, Washington, and have 13 manufacturing facilities across North America. Our water infrastructure products are sold generally to installation contractors, who include our products in their bids to federal, state, and municipal agencies, privately-owned water companies, or developers for specific projects. We believe our sales are substantially driven by spending on urban growth and new water infrastructure with a recent trend towards spending on water infrastructure replacement, repair, and upgrade. Within the total range of products, our steel pipe tends to fit the larger-diameter, higher-pressure pipeline applications, while our precast concrete products mainly serve stormwater and sanitary sewer systems. In October 2021 we acquired Park Environmental Equipment, LLC, a precast concrete and steel fabrication-based company in Texas that develops and manufactures water, wastewater, and environmental solutions. Effective in the fourth quarter of 2021, as a result of the acquisition of ParkUSA, we revised our historical one segment position and identified the new operating segments, Engineered Steel Pressure Pipe ("SPP") and Precast Infrastructure and Engineered Systems ("Precast"), to align with changes made in our internal management structure and our reporting structure of financial information used to assess performance and allocate resources. For detailed descriptions of these segments, see Note 12 of the Notes to Condensed Consolidated Financial Statements in Part I - Item 1. "Financial Statements" of this 2022 Q1 Form 10­Q.

We operate our business with a long-term time horizon, as our SPP projects are often planned for many years in advance, and are sometimes part of 50­year build-out plans. Long-term demand for water infrastructure projects in the United States appears strong. However, in the near term, we expect that strained governmental and water agency budgets and financing along with increased manufacturing capacity from competition could impact the business. Additionally, we have started to experience effects of a current labor shortage at certain manufacturing facilities, for which we are mitigating the impact through the use of overtime and third-party outsourcing as warranted. It is possible that a prolonged shortage of qualified, available workers could have an adverse effect on our business. Purchased steel typically represents between 25% and 35% of cost of sales, and higher steel costs generally result in higher selling prices and revenue; however, volatile fluctuations in steel markets can affect our business. SPP contracts are generally quoted on a fixed-price basis, and volatile steel markets can result in selling prices that no longer correlate to the cost available at the time of steel purchase. Steel prices dropped significantly during the first quarter of 2022 from their peaks realized at the end of 2021, and subsequently began to rebound. Due to the length of lead times and production times for steel required to manufacture our products, the effects of these lower steel costs from purchases in the first quarter are yet to be realized in our financial results. Russia's invasion of Ukraine is considered to be largely responsible for increased fuel costs, increasing our delivery costs. While these costs are generally passed along to the customer, there can be no assurance that all of these increased costs will be recouped, which could be material until world economic forces stabilize. Freight costs represent approximately 5% of cost of sales of our SPP business, for which the risk is more significant, due to the long lead times between when an SPP contract is entered and the product is shipped. Demand for our Precast products is generally influenced by general economic conditions such as housing starts, population growth, and interest rates. According to the United States Census Bureau, housing starts are expected to increase to 1.8 million in 2022 during which period the population of the United States is expected to increase by approximately 2 million people. In March 2022, the Federal Reserve approved a 0.25 percentage point increase to the Federal funds rate, and is expected to continue to increase this benchmark rate through 2022 and into 2023. While this is expected to temper long-term demand for housing, the immediate impacts are made uncertain by pent-up demand for housing as well as labor and commodity shortages currently limiting the supply of new homes. 18

Impact of the COVID­19 Pandemic on Our Business

In March 2020, the World Health Organization declared COVID­19 a pandemic. The impacts of the COVID­19 pandemic on global and domestic economic conditions, including the impacts of labor and raw material shortages, the long-term potential to reduce or delay funding of municipal projects, and the continued disruptions to and volatility in the financial markets remain unknown. While the COVID­19 pandemic has caused various direct and indirect financial impacts associated with project bidding, execution, and product deliveries over the past couple of years, we remain unable to predict the ultimate impact that the COVID­19 pandemic may have on our business, future results of operations, financial position, or cash flows. We continue to monitor the impact of the COVID­19 pandemic on all aspects of our business. Results of Operations The following table sets forth, for the periods indicated, certain financial information regarding costs and expenses expressed in dollars (in thousands) and as a percentage of total net sales. Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 $ % of Net Sales $ % of Net Sales Net sales: Engineered Steel Pressure Pipe $ 74,715 68.3 % $ 60,057 83.1 % Precast Infrastructure and Engineered Systems 34,616 31.7 12,254 16.9 Total net sales 109,331 100.0 72,311 100.0 Cost of sales: Engineered Steel Pressure Pipe 67,526 61.8 52,903 73.2 Precast Infrastructure and Engineered Systems 27,019 24.7 10,633 14.7 Total cost of sales 94,545 86.5 63,536 87.9 Gross profit: Engineered Steel Pressure Pipe 7,189 6.5 7,154 9.9 Precast Infrastructure and Engineered Systems 7,597 7.0 1,621 2.2 Total gross profit 14,786 13.5 8,775 12.1 Selling, general, and administrative expense 9,368 8.5 5,830 8.0 Operating income 5,418 5.0 2,945 4.1 Other income 44 - 59 0.1 Interest expense (560 ) (0.5 ) (227 ) (0.4 ) Income before income taxes 4,902 4.5 2,777 3.8 Income tax expense 1,343 1.2 602 0.8 Net income $ 3,559 3.3 % $ 2,175 3.0 %

Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021

Net sales. Net sales increased 51.2% to $109.3 million in the first quarter of 2022 compared to $72.3 million in the first quarter of 2021.

SPP net sales increased 24.4% to $74.7 million in the first quarter of 2022 compared to $60.0 million in the first quarter of 2021 driven by an 85% increase in selling price per ton due to increased materials costs and changes in product mix, partially offset by a 33% decrease in tons produced resulting from changes in project timing. Bidding activity, backlog, and production levels may vary significantly from period to period affecting sales volumes. Precast net sales increased 182.5% to $34.6 million in the first quarter of 2022 compared to $12.3 million in the first quarter of 2021 primarily due to the ParkUSA operations acquired in October 2021, which contributed $19.7 million in net sales during the first quarter of 2022, as well as a 22% increase in net sales at the Geneva Pipe and Precast Company ("Geneva") operations due to a 35% increase in selling prices due to the high demand for our concrete products coupled with increased material costs, partially offset by a 10% decrease in volume shipped due to the changes in product mix. 19

Gross profit. Gross profit increased 68.5% to $14.8 million (13.5% of net sales) in the first quarter of 2022 compared to $8.8 million (12.1% of net sales) in the first quarter of 2021. SPP gross profit remained relatively flat at $7.2 million (9.6% of SPP net sales) in the first quarter of 2022 compared to $7.2 million (11.9% of SPP net sales) in the first quarter of 2021 due to the combination of changes in product mix and pressure on project pricing. SPP gross profit in the first quarter of 2022 was reduced, in part, as a result of a product liability settlement reserve recorded in the quarter. Precast gross profit increased 368.7% to $7.6 million (21.9% of Precast net sales) in the first quarter of 2022 compared to $1.6 million (13.2% of Precast net sales) in the first quarter of 2021 due to contributions from the ParkUSA operations, as well as improved pricing at the Geneva operations. Selling, general, and administrative expense. Selling, general, and administrative expense increased 60.7% to $9.4 million (8.5% of net sales) in the first quarter of 2022 compared to $5.8 million (8.0% of net sales) in the first quarter of 2021. The increase in selling, general, and administrative expense was primarily due to the acquired ParkUSA operations, including $1.3 million in higher compensation-related expense and $0.8 million in higher amortization expense. We also incurred an additional $1.0 million in higher compensation-related expense and $0.4 million in higher professional fees compared to the first quarter of 2021. Income taxes. Income tax expense was $1.3 million in the first quarter of 2022 (an effective income tax rate of 27.4%) compared to $0.6 million in the first quarter of 2021 (an effective income tax rate of 21.7%). The estimated effective income tax rate for the first quarter of 2022 was impacted by non-deductible permanent differences. The estimated effective income tax rate for the first quarter of 2021 was impacted by the tax windfalls recognized upon the vesting of equity awards. The estimated effective income tax rate can change significantly depending on the relationship of permanent income tax differences and tax credits to estimated pre-tax income or loss and the changes in valuation allowances. Accordingly, the comparison of estimated effective income tax rates between periods is not meaningful in all situations.

Sources and Uses of Cash Our principal sources of liquidity generally include operating cash flows and the Credit Agreement dated June 30, 2021 with Wells Fargo Bank, National Association ("Wells Fargo"), as administrative agent, and the lenders from time to time party thereto, including the initial sole lender, Wells Fargo (the "Lenders"), as amended by the Incremental Amendment dated October 22, 2021 (together, the "Amended Credit Agreement"). From time to time our long-term capital needs may be met through the issuance of long-term debt or additional equity. Our principal uses of liquidity generally include capital expenditures, working capital, organic growth initiatives, acquisitions, and debt service. Information regarding our cash flows for the three months ended March 31, 2022 and 2021 are presented in our Condensed Consolidated Statements of Cash Flows contained in Part I - Item 1. "Financial Statements" of this 2022 Q1 Form 10­Q, and are further discussed below. We are actively managing the business to maintain cash flow and believe we have liquidity to meet our anticipated funding requirements and other near-term obligations.

As of March 31, 2022, our working capital (current assets minus current liabilities) was $171.5 million compared to $164.1 million as of December 31, 2021. Cash and cash equivalents totaled $3.3 million and $3.0 million as of March 31, 2022 and December 31, 2021, respectively.

Fluctuations in SPP working capital accounts result from timing differences between production, shipment, invoicing, and collection, as well as changes in levels of production and costs of materials. We typically have a relatively large investment in working capital, as we generally pay for materials, labor, and other production costs in the initial stages of a project, while payments from our customers are generally received after finished product is delivered. A portion of our revenues are recognized over time as the manufacturing process progresses; therefore, cash receipts typically occur subsequent to when revenue is recognized and the elapsed time between when revenue is recorded and when cash is received can be significant. As such, our payment cycle is a significantly shorter interval than our collection cycle, although the effect of this difference in the cycles may vary by project, and from period to period.

As of March 31, 2022, we had $90.3 million of outstanding revolving loan borrowings, $97.3 million of operating lease liabilities, and $2.4 million of finance lease liabilities.

Net Cash Provided by (Used in) Operating Activities

Net cash provided by (used in) operating activities was $1.6 million in the first quarter of 2022 compared to $(0.6) million in the first quarter of 2021. Net income, adjusted for non-cash items, provided $8.8 million of operating cash flow in the first quarter of 2022 compared to $6.1 million of operating cash flow in the first quarter of 2021. The net change in working capital used was $7.2 million of operating cash flow in the first quarter of 2022 compared to $6.7 million of operating cash flow in the first quarter of 2021.

Net Cash Used in Investing Activities

Net cash used in investing activities was $4.4 million in the first quarter of 2022 compared to $1.8 million in the first quarter of 2021. Capital expenditures were $4.4 million in the first quarter of 2022 compared to $1.9 million in the first quarter of 2021, which was primarily for standard capital replacement. We currently expect capital expenditures in 2022 to be approximately $26 million to $30 million, which includes an approximately $13 million of additional investment in a new reinforced concrete pipe mill and the remainder primarily for standard capital replacement.

Net Cash Provided by (Used in) Financing Activities

Net cash provided by (used in) financing activities was $3.1 million in the first quarter of 2022 compared to $(5.7) million in the first quarter of 2021. Net borrowings on the line of credit were $3.5 million in the first quarter of 2022 compared to $0 in the first quarter of 2021. Net repayments on long-term debt were $0 in the first quarter of 2022 compared to $5.4 million in the first quarter of 2021. We anticipate that our existing cash and cash equivalents, cash flows expected to be generated by operations, and additional borrowing capacity under the Amended Credit Agreement will be adequate to fund our working capital, debt service, and capital expenditure requirements for at least the next twelve months. To the extent necessary, we may also satisfy capital requirements through additional bank borrowings, senior notes, term notes, subordinated debt, and finance and operating leases, if such resources are available on satisfactory terms. We have from time to time evaluated and continue to evaluate opportunities for acquisitions and expansion. Any such transactions, if consummated, may necessitate additional bank borrowings or other sources of funding. As previously discussed, we acquired ParkUSA in October 2021 which was funded primarily by borrowings on the line of credit. On November 3, 2020, our registration statement on Form S­3 (Registration No. 333­249637) covering the potential future sale of up to $150 million of our equity and/or debt securities or combinations thereof, was declared effective by the SEC. This registration statement, which replaced the registration statement on Form S­3 that expired on September 15, 2020, provides another potential source of capital, in addition to other alternatives already in place. We cannot be certain that funding will be available on favorable terms or available at all. To the extent that we raise additional funds by issuing equity securities, our shareholders may experience significant dilution. As of the date of this 2022 Q1 Form 10­Q, we have not yet sold any securities under this registration statement, nor do we have an obligation to do so. Please refer to the factors discussed in Part I - Item 1A. "Risk Factors" in our 2021 Form 10­K. Credit Agreement The Amended Credit Agreement provides for a revolving loan, swingline loan, and letters of credit in the aggregate amount of up to $125 million ("Revolver Commitment"). The Amended Credit Agreement will expire, and all obligations outstanding will mature, on June 30, 2024. We may prepay outstanding amounts in our discretion without penalty at any time, subject to applicable notice requirements. As of March 31, 2022 under the Amended Credit Agreement, we had $90.3 million of outstanding revolving loan borrowings, $1.1 million of outstanding letters of credit, and additional borrowing capacity of approximately $34 million. Based on our business plan and forecasts of operations, we expect to have sufficient credit available to support our operations for at least the next twelve months. Revolving loans under the Amended Credit Agreement bear interest at rates related to, at our option and subject to the provisions of the Amended Credit Agreement including certain London Interbank Offered Rate ("LIBOR") transition provisions, either: (i) Base Rate (as defined in the Amended Credit Agreement) plus the Applicable Margin; (ii) LIBOR plus the Applicable Margin; or (iii) the daily one month LIBOR plus the Applicable Margin. The "Applicable Margin" is 1.75% to 2.25%, depending on our Senior Leverage Ratio (as defined in the Amended Credit Agreement). Interest on outstanding revolving loans is payable quarterly. Swingline loans under the Amended Credit Agreement bear interest at the Base Rate plus the Applicable Margin. The Amended Credit Agreement requires the payment of a commitment fee of between 0.30% and 0.40%, based on the amount by which the Revolver Commitment exceeds the average daily balance of outstanding borrowings (as defined in the Amended Credit Agreement). Such fee is payable quarterly in arrears. We are also obligated to pay additional fees customary for credit facilities of this size and type. 21

The letters of credit outstanding as of March 31, 2022 relate to workers' compensation insurance. Based on the nature of these arrangements and our historical experience, we do not expect to make any material payments under these arrangements.

The Amended Credit Agreement contains customary representations and warranties, as well as customary affirmative and negative covenants, events of default, and indemnification provisions in favor of the Lenders. The negative covenants include restrictions regarding the incurrence of liens and indebtedness, annual capital expenditures, certain investments, acquisitions, and dispositions, and other matters, all subject to certain exceptions. The Amended Credit Agreement requires us to regularly provide financial information to Wells Fargo and to maintain a consolidated senior leverage ratio no greater than 2.50 to 1.00 (subject to certain exceptions) and a minimum consolidated earnings before interest, taxes, depreciation, and amortization (as defined in the Amended Credit Agreement) of at least $31.5 million for the four consecutive fiscal quarters most recently ended. Pursuant to the Amended Credit Agreement, we have also agreed that we will not sell, assign, or otherwise dispose or encumber, any of our owned real property. The occurrence of an event of default could result in the acceleration of the obligations under the Amended Credit Agreement. We were in compliance with our financial covenants as of March 31, 2022. Based on our business plan and forecasts of operations, we believe we will remain in compliance with our financial covenants for the next twelve months.

Our obligations under the Amended Credit Agreement are secured by a senior security interest in substantially all of our and our subsidiaries' assets.

For a description of recent accounting pronouncements affecting our company, including the dates of adoption and estimated effects on financial position, results of operations, and cash flows, see Note 13 of the Notes to Condensed Consolidated Financial Statements in Part I - Item 1. "Financial Statements" of this 2022 Q1 Form 10­Q.

The discussion and analysis of our financial condition and results of operations are based upon our Condensed Consolidated Financial Statements included in Part I - Item 1. "Financial Statements" of this 2022 Q1 Form 10­Q, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of our Condensed Consolidated Financial Statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses, and disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. On an ongoing basis, we evaluate all of our estimates, including those related to revenue recognition, business combinations, inventories, property and equipment, including depreciation and valuation, goodwill, intangible assets, including amortization, share-based compensation, allowance for doubtful accounts, income taxes, and litigation and other contingencies. Actual results may differ from these estimates under different assumptions or conditions.

There have been no significant changes in our critical accounting estimates during the three months ended March 31, 2022 as compared to the critical accounting estimates disclosed in our 2021 Form 10­K.

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