1005-00002 · Granite Peak Capital Partners · Transaction Documents

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OFFERING MEMORANDUM SUPPLEMENT

(to Offering Memorandum dated March 12, 2023)

$150,000,000

Additional 8.750% Senior Secured Notes due 2030

NEXFORD INDUSTRIAL HOLDINGS INC.

2400 Commerce Parkway, Suite 800 Schaumburg, IL 60173

Nexford Industrial Holdings Inc., a Delaware corporation (the "Issuer," "Nexford," or the "Company"), is offering $150,000,000 aggregate principal amount of its Additional 8.750% Senior Secured Notes due 2030 (the "add-on notes" or the "additional notes"). The add-on notes constitute additional notes issued under the Indenture dated as of March 15, 2023 (the "Base Indenture"), among Nexford Industrial Holdings Inc., the Guarantors named therein, and Ridgeline Trust Company, N.A., as Trustee and Collateral Agent (in such capacities, the "Trustee" and "Collateral Agent"), as supplemented by the First Supplemental Indenture to be dated as of December 10, 2025 (the "Supplemental Indenture" and, together with the Base Indenture, the "Indenture"). Upon issuance of the add-on notes, the aggregate principal amount of 8.750% Senior Secured Notes due 2030 outstanding will be $625,000,000.

The add-on notes will bear interest at a rate of 8.750% per annum, payable semi-annually in arrears on March 15 and September 15 of each year, commencing March 15, 2026. The add-on notes will mature on March 15, 2030.

The add-on notes are being offered at an issue price of 101.500% of par, plus accrued interest from September 15, 2025, subject to market conditions, resulting in an estimated yield to worst of approximately 8.450%.

The add-on notes will initially be issued under temporary CUSIPs: 65438T AB3 (Rule 144A) and U65438 AB5 (Regulation S). Following the expiration of the 40-day distribution compliance period under Regulation S (expected January 19, 2026), the add-on notes will become fungible with the existing 8.750% Senior Secured Notes due 2030 and will trade under the existing CUSIPs 65438T AA5 (Rule 144A) and U65438 AA7 (Regulation S).

The add-on notes will be guaranteed on a senior secured basis by Nexford Parent Corp. and all existing domestic restricted subsidiaries of the Issuer. The add-on notes will be secured by a first-priority lien on Notes Priority Collateral, consisting of equipment, real property, intellectual property, and equity interests in subsidiaries, on a pari passu basis with the existing notes and subject to the Intercreditor Agreement with Lakefront National Bank, as agent under the ABL Revolving Credit Facility.

Ratings: B1 (Palladian Credit Research, Inc.) / B+ (Veridian Ratings Group, LLC)

The add-on notes are being offered pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), to qualified institutional buyers ("QIBs"), and pursuant to Regulation S under the Securities Act to non-U.S. persons in offshore transactions. The add-on notes have not been and will not be registered under the Securities Act or the securities laws of any state of the United States and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. See "Notice to Investors."

INVESTING IN THE ADD-ON NOTES INVOLVES SUBSTANTIAL RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE [●] OF THIS OFFERING MEMORANDUM SUPPLEMENT AND BEGINNING ON PAGE [●] OF THE BASE OFFERING MEMORANDUM.

Lead Initial Purchaser and Sole Bookrunner

BROADLEAF SECURITIES LLC 383 Madison Avenue, 12th Floor New York, NY 10179

Co-Manager

FIELDSTONE CAPITAL MARKETS, INC. 120 South LaSalle Street, Suite 1600 Chicago, IL 60603

The date of this Offering Memorandum Supplement is December 3, 2025.

NOTICE TO INVESTORS / IMPORTANT NOTICES

This offering memorandum supplement (this "Supplement") should be read together with the Offering Memorandum dated March 12, 2023 (the "Base Offering Memorandum" and, together with this Supplement, the "Offering Memorandum"). To the extent that any information contained in this Supplement is inconsistent with information contained in the Base Offering Memorandum, the information in this Supplement shall control and supersede the information in the Base Offering Memorandum.

The add-on notes have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state of the United States or any other jurisdiction. The add-on notes are being offered and sold only (i) to persons reasonably believed to be qualified institutional buyers ("QIBs") within the meaning of Rule 144A under the Securities Act and (ii) to persons outside the United States who are not U.S. persons (as defined in Regulation S under the Securities Act) in offshore transactions in compliance with Regulation S under the Securities Act.

By purchasing the add-on notes, each purchaser will be deemed to have made the representations and agreements described under "Notice to Investors" in the Base Offering Memorandum, as supplemented by the information set forth in this Supplement. Each purchaser should review those representations and agreements carefully before purchasing any add-on notes.

Neither the U.S. Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of the add-on notes or determined whether this Offering Memorandum Supplement or the Base Offering Memorandum is truthful or complete. Any representation to the contrary is a criminal offense.

The add-on notes are eligible for trading in the facilities of The Depository Trust Company ("DTC"), Stonefield Industries ("Thackeray Partners LLC"), and Harborview Industries ("Ashgrove Enterprises") in book-entry form only.

Registration Rights. The Issuer has agreed, pursuant to a Registration Rights Agreement dated as of December 10, 2025 (the "Registration Rights Agreement"), to file with the SEC an exchange offer registration statement with respect to an offer to exchange the add-on notes for a new issue of substantially identical notes registered under the Securities Act, and to use commercially reasonable efforts to cause such registration statement to become effective within 365 days of the closing date of this offering (i.e., by December 10, 2026). If the Issuer fails to satisfy this obligation, additional interest of 0.25% per annum will accrue on the add-on notes until the exchange offer is consummated or a shelf registration statement is declared effective. See "Description of the Add-On Notes — Registration Rights."

Forward-Looking Statements. This Supplement and the Base Offering Memorandum contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These statements relate to, among other things, the expected completion and anticipated benefits of the Kessler acquisition (as defined below), the Company's future financial performance, projected synergies, pro forma financial data, and other matters that involve known and unknown risks, uncertainties, and other factors that may cause the Company's actual results, performance, or achievements to be materially different from those expressed or implied by the forward-looking statements. Words such as "anticipates," "believes," "estimates," "expects," "intends," "plans," "projects," "may," "will," "should," "could," and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on information available to the Company as of the date of this Supplement and current expectations, forecasts, and assumptions. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.

Investors should be aware that forward-looking statements regarding the Kessler acquisition, including statements concerning the expected timing of the closing, anticipated synergies, and the margin-accretive profile of the acquisition target, are subject to significant uncertainties and may not be realized. There can be no assurance that the Kessler acquisition will be completed on the terms described herein or at all. See "Risk Factors — Risks Related to the Kessler Acquisition."

Relationships. Broadleaf Securities LLC managed the original $475,000,000 8.750% Senior Secured Notes due 2030 offering in March 2023 and has ongoing advisory and financial relationships with Nexford Industrial Holdings Inc. and Granite Peak Capital Partners, LP, the Company's controlling sponsor. Broadleaf Securities LLC may have interests that differ from or conflict with the interests of the noteholders. See "Plan of Distribution — Relationship Disclosures."

Stabilization. In connection with this offering, the initial purchasers may engage in transactions that stabilize, maintain, or otherwise affect the price of the add-on notes, including stabilization transactions, over-allotment transactions, and covering transactions, all in accordance with Regulation M under the Exchange Act. There is no assurance that stabilization activities will be undertaken, and if commenced, such activities may be discontinued at any time. See "Plan of Distribution — Stabilization."

Governing Law. The Indenture, the add-on notes, and the related guarantees are governed by and construed in accordance with the laws of the State of New York.

No representation or warranty, express or implied, is made by the initial purchasers as to the accuracy or completeness of the information set forth in this Supplement or the Base Offering Memorandum, and nothing contained herein is, or shall be relied upon as, a promise or representation, whether as to the past or the future. Neither the initial purchasers nor any of their respective affiliates, directors, officers, employees, advisors, or agents accepts any responsibility or liability whatsoever for the contents of this Supplement or the Base Offering Memorandum or for any other statement made or purported to be made by any such person in connection with the Issuer, the Guarantors, or the offering, issuance, and sale of the add-on notes.

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SUMMARY OF THE OFFERING

The following summary highlights selected information contained elsewhere in this Supplement and the Base Offering Memorandum and is qualified in its entirety by reference to the more detailed information and financial data appearing elsewhere in this Supplement and the Base Offering Memorandum. This summary does not contain all of the information that prospective purchasers should consider before investing in the add-on notes. Prospective purchasers should carefully read this entire Supplement and the Base Offering Memorandum, including the sections entitled "Risk Factors," "Use of Proceeds," "Capitalization," "Unaudited Pro Forma Financial Data," "Description of the Add-On Notes," and "Description of the Kessler Acquisition," before making an investment decision.

The Issuer. Nexford Industrial Holdings Inc. is a Delaware corporation headquartered at 2400 Commerce Parkway, Suite 800, Schaumburg, Illinois 60173 (EIN: 84-3291057). The Company operates as a diversified industrials platform focused on three core product lines: precision-engineered metal components, thermal management systems, and specialty fasteners. The Company serves end markets in aerospace, defense, and energy, providing mission-critical components and assemblies to a diversified base of original equipment manufacturers ("OEMs"), Tier 1 suppliers, and government prime contractors.

For the last twelve months ("LTM") ended September 30, 2025, Nexford generated revenue of approximately $1,280,000,000 and Adjusted EBITDA of approximately $247,000,000, representing an Adjusted EBITDA margin of 19.3%. The Company's strong margin profile reflects its focus on highly engineered, value-added products with significant switching costs, long product qualification cycles, and high barriers to entry.

Nexford is a portfolio company of Granite Peak Capital Partners, LP ("Granite Peak" or the "Sponsor"), a Chicago-based private equity firm specializing in industrial and manufacturing businesses. Granite Peak acquired Nexford in a take-private transaction in 2022 through Granite Peak Capital Fund V, LP. Granite Peak holds approximately 82% of the equity of the Company through Nexford Parent Corp., a Delaware corporation that serves as the intermediate holding company. The remaining approximately 18% of equity is held by members of the Company's management team and certain co-investors who participated in the original acquisition.

Since the original leveraged buyout, Granite Peak and the Nexford management team have pursued a disciplined buy-and-build strategy, executing targeted bolt-on acquisitions to expand the Company's product capabilities, diversify its customer base, and strengthen its competitive position across key end markets. The proposed acquisition of Kessler Precision Components, Inc. (the "Kessler acquisition") represents the latest step in this strategy.

The Offering. The following table summarizes the principal terms of the add-on notes being offered pursuant to this Supplement:

Key Dates. The following table sets forth the expected timeline for this offering and the Kessler acquisition:

The foregoing dates are estimates and are subject to change. There can be no assurance that the offering or the Kessler acquisition will close on the dates indicated or at all. The closing of the add-on notes offering is not conditioned upon the simultaneous closing of the Kessler acquisition; however, the Kessler acquisition is subject to a financing condition, which the Company expects to be satisfied by the closing of this offering.

SUMMARY OF THE KESSLER ACQUISITION

On November 15, 2025, Nexford Industrial Holdings Inc. entered into a definitive Stock Purchase Agreement (the "Kessler Purchase Agreement") to acquire 100% of the outstanding equity of Kessler Precision Components, Inc. ("Kessler"), a privately held Ohio corporation headquartered at 1455 Innovation Boulevard, Dayton, Ohio 45402.

Kessler is a leading manufacturer of precision-machined aluminum and titanium components for aerospace and defense original equipment manufacturers. Founded by Thomas Kessler, who currently serves as President and will continue in his role following the closing, Kessler has built a reputation for high-quality machining, tight-tolerance manufacturing, and reliable supply chain performance over several decades of operation. Kessler maintains key customer relationships with a number of prominent aerospace and defense OEMs and Tier 1 suppliers, and its products are qualified on numerous defense and commercial aerospace platforms with long product life cycles.

The sellers under the Kessler Purchase Agreement are The Kessler Family Trust, which holds approximately 72% of the outstanding equity of Kessler, and Northland Growth Equity Fund III, LP, which holds the remaining approximately 28%. Seller's counsel is Hargrove & Tilson LLP (Harold Griswold, Partner), located at 130 West Second Street, Suite 700, Dayton, Ohio 45402.

Purchase Price. The aggregate purchase price for 100% of Kessler's outstanding equity is $138,000,000 in cash, payable at closing. There is no rollover equity, earnout, or contingent consideration component. The acquisition multiple of 6.0x Kessler's LTM EBITDA of approximately $23,000,000 reflects a valuation in line with comparable transactions in the precision-machined aerospace and defense components sector.

Financial Profile. For the LTM period ended September 30, 2025, Kessler generated revenue of approximately $115,000,000 and EBITDA of approximately $23,000,000, reflecting an EBITDA margin of 20.0%. Kessler's EIN is 31-1784623.

Closing Conditions. The closing of the Kessler acquisition is subject to customary closing conditions, including the accuracy of representations and warranties, compliance with covenants, and the absence of a material adverse effect. The acquisition is also subject to a financing condition requiring the completion of this add-on notes offering or alternative financing sufficient to fund the purchase price. The Company expects the acquisition to close on approximately December 12, 2025, simultaneously with or shortly after the closing and settlement of the add-on notes offering.

Representation and Warranty Insurance. The Company has bound a representation and warranty insurance policy with Atherton Specialty Insurance Co. in connection with the Kessler acquisition, providing coverage with a limit of $13,800,000 (equal to approximately 10% of the enterprise value) and a retention (deductible) of $1,380,000 (approximately 1% of the enterprise value). This policy is intended to provide the Company with recourse for breaches of the sellers' representations and warranties under the Kessler Purchase Agreement, subject to customary exclusions and limitations.

Post-Closing Integration. Following the closing, Kessler will become a domestic restricted subsidiary of the Issuer and will be required to become a Guarantor under the Indenture within 30 days of the acquisition closing pursuant to the after-acquired property covenant contained in the Indenture. The Company intends to cause the filing of UCC financing statements and other documents necessary to perfect security interests in Kessler's assets.

Strategic Rationale. The Kessler acquisition represents a compelling bolt-on opportunity that is consistent with Nexford's strategy of expanding its precision-machined components capabilities through targeted acquisitions. The acquisition offers the following strategic benefits:

• Expanded Precision Machining Capability: Kessler brings advanced multi-axis CNC machining capabilities in aluminum and titanium, complementing Nexford's existing precision-engineered metal components platform.

• Complementary Aerospace and Defense Customer Base: Kessler's relationships with aerospace and defense OEMs are highly complementary to Nexford's existing customer base, providing meaningful cross-selling opportunities and deeper customer penetration.

• Margin-Accretive Profile: Kessler's EBITDA margin of 20.0% compares favorably to Nexford's standalone Adjusted EBITDA margin of 19.3%, making the acquisition accretive to the Company's overall margin profile on a blended basis.

• Geographic Proximity: Kessler's facility in Dayton, Ohio is located in close proximity to the Company's existing Veltrano Tool & Die, LLC facility in Ohio, offering potential operational synergies including shared logistics, procurement consolidation, and facilities optimization.

• Attractive Valuation: The 6.0x EBITDA acquisition multiple represents an attractive entry point relative to comparable transactions in the precision aerospace and defense components sector.

RISK FACTORS

Investing in the add-on notes involves a high degree of risk. In addition to the other information contained in this Supplement and the Base Offering Memorandum, prospective purchasers should carefully consider the following risk factors before making an investment decision. If any of the events described below actually occur, the Company's business, financial condition, results of operations, and cash flows could be materially and adversely affected, and the Company may be unable to make payments on the notes when due. The following risk factors supplement and, to the extent inconsistent, supersede the risk factors set forth in the Base Offering Memorandum.

Risks Related to the Add-On Notes and Indebtedness

We have substantial leverage, and our debt service obligations could adversely affect our business, financial condition, and results of operations and our ability to satisfy our obligations under the notes.

After giving effect to this offering and the Kessler acquisition, on a pro forma basis as of September 30, 2025, we would have had total debt of approximately $980,000,000 and net debt of approximately $918,750,000. Our pro forma total net leverage ratio is approximately 4.1x on an unadjusted EBITDA basis (using EBITDA of approximately $225,000,000 for the LTM period ended September 30, 2025) and approximately 3.4x on an adjusted EBITDA basis (using Adjusted EBITDA of approximately $270,000,000, which includes approximately $45,000,000 of run-rate adjustments for the LTM period). Prospective purchasers should carefully review the differences between adjusted and unadjusted EBITDA. Our headline EBITDA before adjustments is approximately $225,000,000, yielding pro forma total net leverage of approximately 4.08x. Our Adjusted EBITDA of $270,000,000 includes approximately $45,000,000 of run-rate adjustments for the LTM period (which is part of approximately $190,000,000 of cumulative run-rate adjustments recognized across the platform since the original issuance of the notes in March 2023). These adjustments include cost synergies from prior acquisitions, non-recurring restructuring charges, and pro forma run-rate cost savings. While management believes these adjustments are reasonable, there can be no assurance that anticipated cost savings and synergies will be fully realized.

Our substantial indebtedness could have important consequences for holders of the add-on notes, including: (i) limiting our ability to borrow additional funds, or to sell assets to raise funds, if needed for working capital, capital expenditures, acquisitions, debt service requirements, or other purposes; (ii) limiting our flexibility in planning for, or reacting to, changes in our business and industry; (iii) placing us at a competitive disadvantage compared to competitors that have less indebtedness; (iv) making us more vulnerable to downturns in general economic conditions or in our business; and (v) making us unable to make capital expenditures that are important to our growth and strategies.

Our ability to make payments on and to refinance our indebtedness, including the notes, and to fund our operations and planned capital expenditures, will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, regulatory, and other factors that are beyond our control.

The notes are secured obligations, but the holders share collateral with the ABL facility lenders pursuant to the Intercreditor Agreement, and in an enforcement scenario, the proceeds of certain collateral may not be available to satisfy the notes.

The add-on notes and the existing notes are secured by a first-priority lien on Notes Priority Collateral, consisting of equipment, real property, intellectual property, and equity interests in subsidiaries. However, the Company's ABL Revolving Credit Facility (described below under "Description of Other Indebtedness — ABL Revolving Credit Facility") is secured by a first-priority lien on ABL Priority Collateral, consisting of accounts receivable, inventory, and deposit accounts. Pursuant to the Intercreditor Agreement dated March 15, 2023, between Ridgeline Trust Company, N.A. (as notes collateral agent) and Lakefront National Bank (as ABL agent), the respective lien priorities of the notes and the ABL facility are governed by the type of collateral. In an enforcement scenario, proceeds from ABL Priority Collateral would be applied first to satisfy obligations under the ABL facility before any remaining proceeds could be applied to the notes. Similarly, proceeds from Notes Priority Collateral would be applied first to satisfy obligations under the notes before any remaining proceeds could be applied to the ABL facility. There can be no assurance that the value of the Notes Priority Collateral will be sufficient to satisfy the notes obligations in full.

The notes are structurally subordinated to the obligations of our non-guarantor subsidiaries.

The add-on notes are guaranteed by Nexford Parent Corp. and all existing domestic restricted subsidiaries of the Issuer. However, Nexford International Holdings, Inc. (a Delaware corporation and Guarantor) serves as the holding company for the Company's foreign operations, and the Company's foreign subsidiaries (which are unrestricted subsidiaries and are not Guarantors) may have obligations that are not guaranteed by the Issuer or any Guarantor. To the extent that any non-guarantor subsidiary has liabilities or obligations, the claims of creditors of such subsidiary will have priority with respect to the assets of that subsidiary over the claims of holders of the notes. As of the date of this Supplement, the Company's non-guarantor foreign subsidiaries had limited outstanding indebtedness.

The notes have not been and will not be registered under the Securities Act, and there is no established trading market for the notes.

The add-on notes have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction. The notes are being offered and sold only to QIBs under Rule 144A and to non-U.S. persons under Regulation S. There is no established public trading market for the notes. The initial purchasers have informed the Company that they currently intend to make a market in the notes after the completion of this offering; however, the initial purchasers are not obligated to do so and may discontinue their market-making activities at any time without notice. Accordingly, there can be no assurance as to the development or liquidity of any trading market for the notes. The liquidity of any market for the notes will depend upon, among other things, the number of holders of the notes, the interest of securities dealers in making a market in the notes, the overall market for high-yield securities, and general economic conditions and market sentiment.

Ratings assigned to the notes are not a recommendation to purchase, hold, or sell the notes and may be revised or withdrawn at any time.

Palladian Credit Research, Inc. ("Palladian") has assigned the Issuer a corporate family rating of B2 and an instrument rating of B1 to the 8.750% Senior Secured Notes due 2030, and has been asked to confirm the B1 instrument rating for the add-on notes. Veridian Ratings Group, LLC ("Veridian") has assigned the Issuer a corporate family rating of B and an instrument rating of B+ to the 8.750% Senior Secured Notes due 2030, and has been asked to confirm the B+ instrument rating for the add-on notes. Credit ratings are not recommendations to purchase, hold, or sell the notes. Ratings reflect only the views of the rating agencies at the time such ratings are issued and may be revised or withdrawn at any time. A downgrade or withdrawal of a rating may adversely affect the market price and liquidity of the notes.

Our variable rate indebtedness under the ABL facility exposes us to interest rate risk.

Borrowings under our ABL Revolving Credit Facility bear interest at variable rates. As of the date of this Supplement, we had approximately $45,000,000 drawn under the ABL facility. An increase in prevailing interest rates would increase our debt service costs on the ABL facility, reduce our cash flow available for other purposes, and could adversely affect our ability to service the notes. We have not entered into any interest rate hedging arrangements with respect to the ABL facility borrowings.

The change of control put obligation could strain our liquidity.

Upon the occurrence of a Change of Control (as defined in the Indenture), each holder of the notes may require the Issuer to repurchase all or any portion of such holder's notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest. A Change of Control would likely also constitute an event of default under the ABL facility, which would accelerate the indebtedness thereunder. We may not have sufficient funds available at the time of a Change of Control to make the required repurchases, and there can be no assurance that we would be able to obtain alternative financing to fund such repurchases.

Restrictive covenants in the Indenture and the ABL facility limit our operational and financial flexibility.

The Indenture contains numerous restrictive covenants that, among other things, limit our ability to: incur additional indebtedness (subject to a Fixed Charge Coverage Ratio incurrence test of 2.00x and a Permitted Indebtedness general basket of the greater of $75,000,000 and 12.5% of Total Assets); make restricted payments (subject to a basket of the greater of $60,000,000 and 10% of Total Assets, plus a builder basket and other customary exceptions); sell assets; enter into transactions with affiliates; and create liens. The ABL facility contains additional covenants, including a springing fixed charge coverage ratio. These covenants could limit our ability to finance future operations, capital expenditures, and strategic acquisitions, or to take advantage of other business opportunities that may be in our interest.

Risks Related to the Kessler Acquisition

The Kessler acquisition may not close on the terms described herein or at all.

The closing of the Kessler acquisition is subject to the satisfaction or waiver of customary closing conditions, including the accuracy of the sellers' representations and warranties, compliance with covenants, and the absence of a material adverse effect. The acquisition is also subject to a financing condition requiring the completion of this add-on notes offering or alternative financing sufficient to fund the purchase price. If the Kessler acquisition does not close, we will have incurred significant transaction costs and will need to deploy the net proceeds from this offering for general corporate purposes. There can be no assurance that the Kessler acquisition will close on the expected timeline or at all.

We may not successfully integrate Kessler, and anticipated synergies and benefits may not be realized.

Kessler has operated as an independent company, and the integration of Kessler into our existing operations will require substantial management attention and resources. There can be no assurance that we will be able to integrate Kessler's operations, systems, personnel, and culture effectively or within the anticipated timeframe. Failure to achieve anticipated synergies or integration benefits could adversely affect our business, financial condition, and results of operations.

The Kessler acquisition increases our concentration in the aerospace and defense end markets.

The Kessler acquisition will increase our revenue and earnings exposure to the aerospace and defense end markets. While we believe these markets offer attractive long-term growth prospects, they are subject to significant cyclical and budgetary risks, including dependence on government defense spending levels, which are subject to political and fiscal policy uncertainties.

We will be dependent on Thomas Kessler and other key personnel following the acquisition.

Thomas Kessler, the founder and President of Kessler, has been instrumental in building and maintaining the company's customer relationships and technical expertise. The loss of Mr. Kessler's services or other key Kessler personnel could disrupt operations and adversely affect our ability to retain Kessler's customer base and achieve the anticipated benefits of the acquisition.

The representation and warranty insurance policy may not cover all losses, and we are subject to a retention.

We have obtained a representation and warranty insurance policy from Atherton Specialty Insurance Co. in connection with the Kessler acquisition with a coverage limit of $13,800,000 and a retention (deductible) of $1,380,000. This policy is subject to customary exclusions, limitations, and conditions. There can be no assurance that the policy will cover all losses arising from breaches of the sellers' representations and warranties, and the Company will bear all losses up to the retention amount.

Risks Related to the Issuer's Business

Our business is subject to the cyclicality of the aerospace, defense, and energy end markets.

Our revenue and profitability are significantly influenced by conditions in the aerospace, defense, and energy industries. These industries are subject to cyclical fluctuations driven by macroeconomic conditions, government spending levels, commercial aviation build rates, and commodity prices. A downturn in one or more of these end markets could have a material adverse effect on our business, financial condition, and results of operations.

We are subject to customer concentration risk.

A significant portion of our revenue is derived from a limited number of large OEM and Tier 1 supplier customers. The loss of one or more significant customers, or a significant reduction in orders from such customers, could have a material adverse effect on our revenue and profitability. Additionally, our customers may seek to renegotiate pricing terms or delay or cancel orders, particularly during periods of economic uncertainty.

We are exposed to raw material cost volatility.

Our manufacturing operations require significant quantities of aluminum, titanium, specialty steel, and other raw materials. The prices of these raw materials are subject to volatile fluctuations driven by global supply and demand dynamics, trade policies, geopolitical developments, and other factors. While we seek to mitigate raw material cost increases through contractual pass-through mechanisms and hedging strategies, there can be no assurance that we will be able to fully offset increases in raw material costs through price adjustments to our customers.

We are subject to regulatory and environmental compliance requirements.

Our operations are subject to extensive federal, state, and local environmental, health, and safety laws and regulations, including those governing the handling, storage, treatment, and disposal of hazardous materials and waste, air emissions, water discharges, and workplace safety. Compliance with these requirements involves ongoing costs and capital expenditures. Failure to comply with applicable environmental or regulatory requirements could result in fines, penalties, remediation obligations, or operational restrictions.

We face competition from larger diversified manufacturers.

The markets in which we operate are competitive, and we face competition from numerous companies, many of which have greater financial, technical, and marketing resources than we do. Increased competition could result in reduced market share, pricing pressure, and lower profitability.

We face labor market constraints in skilled manufacturing.

Our business requires a highly skilled workforce, including machinists, welders, engineers, and other technical personnel. The manufacturing sector in the United States has experienced persistent labor shortages, particularly for skilled trades positions. Our inability to attract, retain, and train a sufficient number of qualified employees could adversely affect our ability to meet customer demand, maintain production quality, and achieve our growth objectives.

We are subject to supply chain disruptions.

Our manufacturing operations depend on the timely availability of raw materials, components, and tooling from third-party suppliers. Supply chain disruptions caused by natural disasters, geopolitical events, transportation constraints, supplier financial difficulties, or other factors could delay production, increase costs, and adversely affect our ability to fulfill customer orders on a timely basis.

Risks Related to the Sponsor

Granite Peak's interests may differ from the interests of noteholders.

Granite Peak Capital Partners, LP controls approximately 82% of the equity of the Company through Nexford Parent Corp. and has the ability to influence the Company's strategic decisions, including decisions relating to the incurrence of additional indebtedness, the making of restricted payments (including dividends and distributions), the consummation of acquisitions or dispositions of assets, and the entry into transactions with affiliates. In certain circumstances, Granite Peak's interests may diverge from those of the noteholders. For example, Granite Peak may prefer to pursue strategies or transactions that maximize the value of its equity investment, which could result in the incurrence of additional indebtedness, the making of distributions, or the consummation of transactions that may not be in the best interests of the noteholders. The Indenture contains covenants that are intended to limit the ability of the Company to engage in certain transactions, but these covenants are subject to significant exceptions and qualifications. See "Description of the Add-On Notes — Key Covenants."

USE OF PROCEEDS

The Company estimates that the gross proceeds from this offering will be approximately $152,250,000 (based on the aggregate principal amount of $150,000,000 at an issue price of 101.500% of par, before deducting the initial purchaser discount and estimated offering expenses). After deducting the initial purchaser discount of 1.750% of the aggregate principal amount ($2,625,000), the net proceeds to the Company will be approximately $149,625,000 (before other expenses).

The Company intends to use the net proceeds from this offering as follows:

Application of Proceeds

Detail on Transaction Fees and Expenses

The following table provides an estimated breakdown of the transaction fees and expenses associated with this offering and the Kessler acquisition:

The remainder of the approximately $5,000,000 fees line item includes acquisition-related costs associated with the Kessler transaction, including legal fees for the negotiation and execution of the Kessler Purchase Agreement, representation and warranty insurance premium payable to Atherton Specialty Insurance Co., title and environmental diligence expenses, and other customary closing costs.

In the event that the Kessler acquisition does not close, the Company intends to use the net proceeds from this offering for general corporate purposes, which may include the repayment or reduction of outstanding indebtedness, funding future acquisitions, capital expenditures, or working capital needs.

CAPITALIZATION

The following table sets forth the cash and cash equivalents and capitalization of the Company (i) on an actual basis as of September 30, 2025, and (ii) on a pro forma basis after giving effect to this offering and the Kessler acquisition. The pro forma capitalization data should be read in conjunction with "Unaudited Pro Forma Financial Data," "Use of Proceeds," and the financial statements incorporated by reference in the Base Offering Memorandum.

Pre-Transaction Capitalization (as of September 30, 2025)

Pro Forma Capitalization (giving effect to the offering and the Kessler acquisition)

Note Regarding Adjusted vs. Unadjusted EBITDA: The headline pro forma total net leverage of approximately 4.1x referenced throughout these offering materials uses unadjusted EBITDA of approximately $225,000,000 (which reflects the Company's reported EBITDA without run-rate adjustments). The pro forma secured net leverage of approximately 2.7x likewise uses unadjusted EBITDA. The Company's Adjusted EBITDA of $270,000,000 (inclusive of Kessler's $23,000,000 contribution) reflects approximately $45,000,000 of run-rate adjustments for the LTM period ended September 30, 2025. These run-rate adjustments are part of approximately $190,000,000 of cumulative run-rate adjustments recognized across the platform since the original issuance of the notes in March 2023. Run-rate adjustments include realized and expected cost synergies from completed acquisitions, non-recurring restructuring and severance charges, the annualized effect of contractual price increases, and pro forma run-rate cost savings from facility consolidation and procurement optimization initiatives. While management believes these adjustments are reasonable and consistent with the methodology used in the original offering, there can be no assurance that the projected cost savings and synergies underlying these adjustments will be fully realized.

UNAUDITED PRO FORMA FINANCIAL DATA

Basis of Presentation

The following unaudited pro forma financial information gives effect to (i) the issuance of $150,000,000 aggregate principal amount of add-on notes at an issue price of 101.500% of par, (ii) the application of net proceeds as described under "Use of Proceeds," and (iii) the acquisition of 100% of the outstanding equity of Kessler Precision Components, Inc. for $138,000,000 in cash. The pro forma information is presented for the LTM period ended September 30, 2025.

The pro forma financial data is based upon the historical audited and unaudited financial statements of Nexford Industrial Holdings Inc. and the unaudited management-prepared financial statements of Kessler Precision Components, Inc. The consolidated financial statements of the Company have been audited by Meridian Ledger LLP, an independent registered public accounting firm, located at 155 North Wacker Drive, Suite 2500, Chicago, Illinois 60606. The financial data of Kessler included herein has been derived from Kessler's unaudited management-prepared financial statements and has not been audited or reviewed by an independent accounting firm.

The unaudited pro forma financial information is presented for illustrative purposes only and does not necessarily reflect what the Company's financial position or results of operations would have been had the offering and the Kessler acquisition occurred on the dates assumed, nor does it project the Company's financial position or results of operations at any future date or for any future period. The pro forma adjustments are based on currently available information and certain assumptions that management believes are reasonable under the circumstances. The pro forma financial data should be read in conjunction with the historical financial statements of the Company incorporated by reference in the Base Offering Memorandum, the financial information regarding Kessler included in this Supplement, and the other information set forth under "Capitalization" and "Use of Proceeds."

Pro Forma Income Statement Highlights (LTM ended September 30, 2025)

The pro forma combined revenue of $1,395,000,000 and Adjusted EBITDA of $270,000,000 reflect the simple aggregation of Nexford's and Kessler's respective historical results for the LTM period ended September 30, 2025. No pro forma adjustments have been made to revenue or Adjusted EBITDA for anticipated synergies, cost savings, or revenue enhancements that may result from the Kessler acquisition, as such amounts have not been determined with sufficient precision to be included in the pro forma financial data at this time.

Pro Forma Balance Sheet Adjustments

The following summarizes the principal pro forma adjustments to the Company's balance sheet as a result of the offering and the Kessler acquisition:

• Increase in Senior Secured Notes: The outstanding principal amount of the 8.750% Senior Secured Notes due 2030 increases from $475,000,000 to $625,000,000, reflecting the issuance of $150,000,000 of add-on notes.

• Recognition of Kessler Assets and Liabilities: The assets and liabilities of Kessler will be recognized at estimated fair value in accordance with Accounting Standards Codification Topic 805, Business Combinations. The allocation of the purchase price to the identifiable assets acquired and liabilities assumed, including goodwill and identifiable intangible assets (such as customer relationships, trade names, and developed technology), will be finalized following the completion of the acquisition and the associated valuation procedures.

• Cash and Cash Equivalents: Pro forma cash and cash equivalents increase by approximately $9,250,000, representing the excess of net proceeds from the offering over the aggregate of the Kessler acquisition purchase price and estimated transaction fees and expenses.

• Total Debt: Pro forma total debt increases from $830,000,000 to $980,000,000, reflecting the $150,000,000 of add-on notes. No additional drawings are assumed under the ABL facility.

• Goodwill and Intangible Assets: The excess of the $138,000,000 purchase price over the estimated fair value of Kessler's identifiable net assets will be recorded as goodwill. The Company expects that a significant portion of the purchase price will be allocated to goodwill and identifiable intangible assets, including customer relationships and trade names. The final allocation will be completed following the closing of the acquisition and is subject to adjustment during the measurement period (not to exceed one year from the acquisition date).

Pro Forma Interest Expense

The following table summarizes the estimated annual pro forma cash interest expense of the Company after giving effect to this offering:

The add-on notes will contribute incremental annual interest expense of $13,125,000 ($150,000,000 × 8.750%). The estimated ABL interest expense is based on the current drawn balance of approximately $45,000,000 and prevailing variable rates as of the date of this Supplement. Actual ABL interest expense will vary depending on the drawn balance and applicable interest rates.

DESCRIPTION OF THE ADD-ON NOTES

The following is a summary of the material terms of the add-on notes. This summary supplements the description of the existing notes contained in the Base Offering Memorandum under "Description of Notes." To the extent the terms of the add-on notes are identical to the terms of the existing notes, this summary incorporates by reference the corresponding provisions of the Base Offering Memorandum. The following description does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the terms of the Indenture, the Supplemental Indenture, and the notes themselves.

General. The add-on notes are being issued as "Additional Notes" under Section 2.15 of the Indenture dated as of March 15, 2023 (the "Base Indenture"), as supplemented by the First Supplemental Indenture to be dated as of December 10, 2025 (the "Supplemental Indenture"), among Nexford Industrial Holdings Inc. (the "Issuer"), the Guarantors named therein, and Ridgeline Trust Company, N.A., as Trustee and Collateral Agent. The aggregate principal amount of the add-on notes will be $150,000,000. After giving effect to the issuance of the add-on notes, the aggregate principal amount of 8.750% Senior Secured Notes due 2030 outstanding under the Indenture will be $625,000,000.

The add-on notes will have the same terms in all material respects as the existing notes, including the same coupon rate, maturity date, security package, guarantees, covenants, and optional redemption provisions. After the 40-day distribution compliance period under Regulation S, the add-on notes will be consolidated with and form a single series with the existing notes under the Indenture. Holders of the add-on notes will vote as a single class with holders of the existing notes on all matters submitted to a vote of noteholders.

Interest. The add-on notes will bear interest at a rate of 8.750% per annum, payable semi-annually in arrears on March 15 and September 15 of each year, commencing March 15, 2026. Interest on the add-on notes will accrue from September 15, 2025 (the most recent interest payment date on the existing notes). Purchasers of the add-on notes at the closing of this offering will be required to pay accrued interest from September 15, 2025 to and including the closing date of December 10, 2025 (a period of 86 days). Accrued interest payable by purchasers at closing will be approximately $3,140,411 in the aggregate (calculated as $150,000,000 × 8.750% × 86/360). This accrued interest will be treated as a return of capital to purchasers upon receipt of the first semi-annual interest payment on March 15, 2026.

Maturity. The add-on notes will mature on March 15, 2030, the same maturity date as the existing notes. On the maturity date, the Issuer will be required to repay the outstanding principal amount of all notes in full, together with any accrued and unpaid interest thereon.

Fungibility. The add-on notes will initially be issued under temporary CUSIPs to facilitate tracking during the Regulation S distribution compliance period:

• Rule 144A temporary CUSIP: 65438T AB3

• Regulation S temporary CUSIP: U65438 AB5

After the expiration of the 40-day Regulation S distribution compliance period (expected January 19, 2026), the temporary CUSIPs will be retired and the add-on notes will be consolidated with and form a single series with the existing notes. Thereafter, all notes (including the add-on notes) will trade under the existing CUSIPs and ISINs:

• Rule 144A CUSIP: 65438T AA5

• Regulation S CUSIP: U65438 AA7

• Rule 144A ISIN: US65438TAA51

• Regulation S ISIN: USU65438AA72

Following consolidation, the add-on notes will be treated for all purposes under the Indenture as part of the same series as the existing notes and will be interchangeable and fungible with the existing notes.

Guarantees. The add-on notes will be guaranteed on a senior secured basis by Nexford Parent Corp. and each of the following nine domestic restricted subsidiaries of the Issuer, each of which is a Guarantor under the Indenture:

1. Nexford Thermal Systems, LLC — a Delaware limited liability company

2. Nexford Fastener Group, Inc. — a Delaware corporation

3. Nexford Aerospace Components, Inc. — a Delaware corporation

4. Prairie Metal Works, LLC — an Illinois limited liability company

5. Great Lakes Precision, Inc. — a Michigan corporation

6. Nexford Defense Solutions, LLC — a Delaware limited liability company

7. Nexford Energy Products, Inc. — a Texas corporation

8. Veltrano Tool & Die, LLC — an Ohio limited liability company

9. Nexford International Holdings, Inc. — a Delaware corporation

Nexford Parent Corp. (a Delaware corporation, EIN 84-3290814) serves as the parent guarantor and the intermediate holding company through which Granite Peak Capital Partners, LP holds its equity interest in the Company.

Pursuant to the after-acquired property covenant contained in the Indenture, Kessler Precision Components, Inc. (an Ohio corporation) will be required to become a Guarantor under the Indenture within 30 days of the closing of the Kessler acquisition (expected December 12, 2025). The Company intends to execute a joinder to the Indenture and the related security documents on behalf of Kessler promptly following the acquisition closing. See "Description of the Kessler Acquisition — Post-Closing Obligations."

Each guarantee will constitute a senior secured obligation of the applicable Guarantor, ranking pari passu in right of payment with all existing and future senior indebtedness of such Guarantor and senior in right of payment to all existing and future subordinated indebtedness of such Guarantor.

Security and Collateral

The add-on notes will be secured on the same basis as the existing notes by a first-priority lien on the Notes Priority Collateral, which includes:

• All equipment owned by the Issuer and each Guarantor;

• All real property owned by the Issuer and each Guarantor (including all fee interests, leasehold interests, and fixtures);

• All intellectual property owned by the Issuer and each Guarantor (including patents, trademarks, trade names, copyrights, and related licenses);

• All equity interests in subsidiaries of the Issuer and each Guarantor (limited, in the case of equity interests in first-tier foreign subsidiaries, to 65% of the voting stock and 100% of the non-voting stock of such subsidiaries).

The ABL Priority Collateral — consisting of accounts receivable, inventory, and deposit accounts — is subject to a first-priority lien in favor of Lakefront National Bank, as agent under the ABL Revolving Credit Facility. The notes have a second-priority lien on the ABL Priority Collateral, and the ABL facility has a second-priority lien on the Notes Priority Collateral.

The respective lien priorities of the notes and the ABL facility are governed by the Intercreditor Agreement dated as of March 15, 2023, between Ridgeline Trust Company, N.A. (as notes collateral agent) and Lakefront National Bank (as ABL agent). The Intercreditor Agreement contains customary provisions regarding lien priorities, standstill periods, turnover obligations, and release mechanics. See "Description of Other Indebtedness — Intercreditor Agreement."

Optional Redemption. The add-on notes are subject to the same optional redemption provisions as the existing notes, as set forth in the Indenture:

Prior to March 15, 2026: The Issuer may redeem some or all of the notes at a make-whole redemption price equal to the greater of (i) 100% of the principal amount of the notes being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the notes being redeemed (exclusive of accrued and unpaid interest to the redemption date), discounted to the redemption date on a semi-annual basis at the applicable U.S. Treasury rate plus 50 basis points, in each case plus accrued and unpaid interest to, but not including, the redemption date.

On or after the following dates, the notes may be redeemed at the following redemption prices (expressed as a percentage of par), plus accrued and unpaid interest:

Equity Clawback. At any time prior to March 15, 2026, the Issuer may, on one or more occasions, redeem up to 40% of the original aggregate principal amount of the notes (calculated on the basis of the aggregate principal amount of all notes outstanding, including the add-on notes) at a redemption price equal to 108.750% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the redemption date, with the net cash proceeds of one or more equity offerings; provided that at least 60% of the original aggregate principal amount of the notes remains outstanding after each such redemption and that such redemption occurs within 180 days after the closing of the applicable equity offering.

Change of Control

Upon the occurrence of a Change of Control (as defined in the Indenture), each holder of the notes will have the right to require the Issuer to repurchase all or any portion of such holder's notes at a purchase price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase.

A "Change of Control" is generally defined in the Indenture to include (i) the acquisition by any person or group (other than Granite Peak and its affiliates) of more than 50% of the total voting power of the Issuer's or Nexford Parent Corp.'s capital stock, (ii) the sale of all or substantially all of the assets of the Issuer and the restricted subsidiaries, taken as a whole, to any person (other than Granite Peak and its affiliates), and (iii) certain other events, in each case as more fully described in the Indenture.

Key Covenants (Summary of Existing Indenture Provisions)

The Indenture contains the following restrictive covenants, which apply equally to the existing notes and the add-on notes. The following is a summary only; prospective purchasers should refer to the description of covenants in the Base Offering Memorandum and the Indenture itself for a complete description of each covenant and the exceptions and qualifications applicable thereto.

• Limitation on Incurrence of Indebtedness. The Issuer and the restricted subsidiaries may not incur additional indebtedness unless, after giving pro forma effect to such incurrence (and the application of proceeds thereof), the Issuer's Fixed Charge Coverage Ratio is at least 2.00 to 1.00. This covenant is subject to a number of exceptions permitting the incurrence of specified categories of Permitted Indebtedness, including a general basket permitting the incurrence of additional indebtedness in an aggregate principal amount not to exceed the greater of $75,000,000 and 12.5% of Total Assets (as defined in the Indenture).

• Limitation on Restricted Payments. The Issuer may not, and may not permit any restricted subsidiary to, make Restricted Payments (as defined in the Indenture, generally including dividends, distributions, equity repurchases, and certain investments) unless certain conditions are satisfied. The aggregate amount of Restricted Payments that may be made is limited to a basket equal to the greater of $60,000,000 and 10% of Total Assets, plus a "builder basket" based on 50% of cumulative consolidated net income (or minus 100% of cumulative consolidated net loss) since the issue date, plus the net cash proceeds of certain equity offerings, plus certain other amounts described in the Indenture.

• Asset Sale Covenant. The Issuer and the restricted subsidiaries may not consummate asset sales unless, among other things, the Issuer receives consideration equal to at least the fair market value of the assets sold and at least 75% of the consideration consists of cash or cash equivalents. The Issuer has a 365-day reinvestment period (with a 180-day extension for committed projects) to reinvest the net proceeds of asset sales in additional assets useful in the Issuer's business. Any excess net proceeds not so reinvested must be used to make an offer to repurchase the notes at 100% of par, plus accrued and unpaid interest.

• Limitation on Transactions with Affiliates. The Issuer and the restricted subsidiaries may not enter into transactions with affiliates unless such transactions are on terms no less favorable to the Issuer than those that could be obtained in an arm's-length transaction with a non-affiliated third party, subject to specified thresholds requiring independent director approval or a fairness opinion.

• Limitation on Liens (Negative Pledge). The Issuer and the restricted subsidiaries may not create or permit to exist any lien on any asset (other than Permitted Liens as defined in the Indenture) that secures indebtedness unless the notes are equally and ratably secured by such lien.

• Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Issuer may not, and may not permit any restricted subsidiary to, create or permit to exist any encumbrance or restriction on the ability of any restricted subsidiary to pay dividends, make distributions, make loans, or transfer assets to the Issuer or any other restricted subsidiary, subject to customary exceptions.

• Reports Covenant. The Issuer has agreed to furnish to holders and the Trustee annual audited financial statements and quarterly unaudited financial statements, together with a management's discussion and analysis of financial condition and results of operations.

• After-Acquired Property Covenant. The Issuer is required to cause each new domestic restricted subsidiary to become a Guarantor under the Indenture and to grant liens on its assets constituting Notes Priority Collateral within 30 days of becoming a restricted subsidiary.

Book-Entry; Delivery and Form

The add-on notes will be issued in fully registered, book-entry form through the facilities of DTC. Beneficial interests in the Rule 144A notes will be represented by one or more global notes in definitive, fully registered form deposited with or on behalf of DTC and registered in the name of DTC's nominee, Cede & Co. Beneficial interests in the Regulation S notes will be represented by one or more Regulation S global notes deposited with DTC for the account of Thackeray Partners LLC and Ashgrove Enterprises. Individual definitive notes will not be issued except in limited circumstances described in the Indenture.

The Transfer Agent and Registrar for the notes is Continental Transfer Services, Inc., loca

OFFERING MEMORANDUM SUPPLEMENT
(to Offering Memorandum dated March 12, 2023)
$150,000,000
Additional 8.750% Senior Secured Notes due 2030
NEXFORD INDUSTRIAL HOLDINGS INC.
2400 Commerce Parkway, Suite 800 Schaumburg, IL 60173
Nexford Industrial Holdings Inc., a Delaware corporation (the "Issuer," "Nexford," or the "Company"), is offering $150,000,000 aggregate principal amount of its Additional 8.750% Senior Secured Notes due 2030 (the "add-on notes" or the "additional notes"). The add-on notes constitute additional notes issued under the Indenture dated as of March 15, 2023 (the "Base Indenture"), among Nexford Industrial Holdings Inc., the Guarantors named therein, and Ridgeline Trust Company, N.A., as Trustee and Collateral Agent (in such capacities, the "Trustee" and "Collateral Agent"), as supplemented by the First Supplemental Indenture to be dated as of December 10, 2025 (the "Supplemental Indenture" and, together with the Base Indenture, the "Indenture"). Upon issuance of the add-on notes, the aggregate principal amount of 8.750% Senior Secured Notes due 2030 outstanding will be $625,000,000.
The add-on notes will bear interest at a rate of 8.750% per annum, payable semi-annually in arrears on March 15 and September 15 of each year, commencing March 15, 2026. The add-on notes will mature on March 15, 2030.
The add-on notes are being offered at an issue price of 101.500% of par, plus accrued interest from September 15, 2025, subject to market conditions, resulting in an estimated yield to worst of approximately 8.450%.
The add-on notes will initially be issued under temporary CUSIPs: 65438T AB3 (Rule 144A) and U65438 AB5 (Regulation S). Following the expiration of the 40-day distribution compliance period under Regulation S (expected January 19, 2026), the add-on notes will become fungible with the existing 8.750% Senior Secured Notes due 2030 and will trade under the existing CUSIPs 65438T AA5 (Rule 144A) and U65438 AA7 (Regulation S).
The add-on notes will be guaranteed on a senior secured basis by Nexford Parent Corp. and all existing domestic restricted subsidiaries of the Issuer. The add-on notes will be secured by a first-priority lien on Notes Priority Collateral, consisting of equipment, real property, intellectual property, and equity interests in subsidiaries, on a pari passu basis with the existing notes and subject to the Intercreditor Agreement with Lakefront National Bank, as agent under the ABL Revolving Credit Facility.
Ratings: B1 (Palladian Credit Research, Inc.) / B+ (Veridian Ratings Group, LLC)
The add-on notes are being offered pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), to qualified institutional buyers ("QIBs"), and pursuant to Regulation S under the Securities Act to non-U.S. persons in offshore transactions. The add-on notes have not been and will not be registered under the Securities Act or the securities laws of any state of the United States and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. See "Notice to Investors."
INVESTING IN THE ADD-ON NOTES INVOLVES SUBSTANTIAL RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE [●] OF THIS OFFERING MEMORANDUM SUPPLEMENT AND BEGINNING ON PAGE [●] OF THE BASE OFFERING MEMORANDUM.
Lead Initial Purchaser and Sole Bookrunner
BROADLEAF SECURITIES LLC 383 Madison Avenue, 12th Floor New York, NY 10179
Co-Manager
FIELDSTONE CAPITAL MARKETS, INC. 120 South LaSalle Street, Suite 1600 Chicago, IL 60603
The date of this Offering Memorandum Supplement is December 3, 2025.
NOTICE TO INVESTORS / IMPORTANT NOTICES
This offering memorandum supplement (this "Supplement") should be read together with the Offering Memorandum dated March 12, 2023 (the "Base Offering Memorandum" and, together with this Supplement, the "Offering Memorandum"). To the extent that any information contained in this Supplement is inconsistent with information contained in the Base Offering Memorandum, the information in this Supplement shall control and supersede the information in the Base Offering Memorandum.
The add-on notes have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state of the United States or any other jurisdiction. The add-on notes are being offered and sold only (i) to persons reasonably believed to be qualified institutional buyers ("QIBs") within the meaning of Rule 144A under the Securities Act and (ii) to persons outside the United States who are not U.S. persons (as defined in Regulation S under the Securities Act) in offshore transactions in compliance with Regulation S under the Securities Act.
By purchasing the add-on notes, each purchaser will be deemed to have made the representations and agreements described under "Notice to Investors" in the Base Offering Memorandum, as supplemented by the information set forth in this Supplement. Each purchaser should review those representations and agreements carefully before purchasing any add-on notes.
Neither the U.S. Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of the add-on notes or determined whether this Offering Memorandum Supplement or the Base Offering Memorandum is truthful or complete. Any representation to the contrary is a criminal offense.
The add-on notes are eligible for trading in the facilities of The Depository Trust Company ("DTC"), Stonefield Industries ("Thackeray Partners LLC"), and Harborview Industries ("Ashgrove Enterprises") in book-entry form only.
Registration Rights. The Issuer has agreed, pursuant to a Registration Rights Agreement dated as of December 10, 2025 (the "Registration Rights Agreement"), to file with the SEC an exchange offer registration statement with respect to an offer to exchange the add-on notes for a new issue of substantially identical notes registered under the Securities Act, and to use commercially reasonable efforts to cause such registration statement to become effective within 365 days of the closing date of this offering (i.e., by December 10, 2026). If the Issuer fails to satisfy this obligation, additional interest of 0.25% per annum will accrue on the add-on notes until the exchange offer is consummated or a shelf registration statement is declared effective. See "Description of the Add-On Notes — Registration Rights."
Forward-Looking Statements. This Supplement and the Base Offering Memorandum contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These statements relate to, among other things, the expected completion and anticipated benefits of the Kessler acquisition (as defined below), the Company's future financial performance, projected synergies, pro forma financial data, and other matters that involve known and unknown risks, uncertainties, and other factors that may cause the Company's actual results, performance, or achievements to be materially different from those expressed or implied by the forward-looking statements. Words such as "anticipates," "believes," "estimates," "expects," "intends," "plans," "projects," "may," "will," "should," "could," and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on information available to the Company as of the date of this Supplement and current expectations, forecasts, and assumptions. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.
Investors should be aware that forward-looking statements regarding the Kessler acquisition, including statements concerning the expected timing of the closing, anticipated synergies, and the margin-accretive profile of the acquisition target, are subject to significant uncertainties and may not be realized. There can be no assurance that the Kessler acquisition will be completed on the terms described herein or at all. See "Risk Factors — Risks Related to the Kessler Acquisition."
Relationships. Broadleaf Securities LLC managed the original $475,000,000 8.750% Senior Secured Notes due 2030 offering in March 2023 and has ongoing advisory and financial relationships with Nexford Industrial Holdings Inc. and Granite Peak Capital Partners, LP, the Company's controlling sponsor. Broadleaf Securities LLC may have interests that differ from or conflict with the interests of the noteholders. See "Plan of Distribution — Relationship Disclosures."
Stabilization. In connection with this offering, the initial purchasers may engage in transactions that stabilize, maintain, or otherwise affect the price of the add-on notes, including stabilization transactions, over-allotment transactions, and covering transactions, all in accordance with Regulation M under the Exchange Act. There is no assurance that stabilization activities will be undertaken, and if commenced, such activities may be discontinued at any time. See "Plan of Distribution — Stabilization."
Governing Law. The Indenture, the add-on notes, and the related guarantees are governed by and construed in accordance with the laws of the State of New York.
No representation or warranty, express or implied, is made by the initial purchasers as to the accuracy or completeness of the information set forth in this Supplement or the Base Offering Memorandum, and nothing contained herein is, or shall be relied upon as, a promise or representation, whether as to the past or the future. Neither the initial purchasers nor any of their respective affiliates, directors, officers, employees, advisors, or agents accepts any responsibility or liability whatsoever for the contents of this Supplement or the Base Offering Memorandum or for any other statement made or purported to be made by any such person in connection with the Issuer, the Guarantors, or the offering, issuance, and sale of the add-on notes.
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SUMMARY OF THE OFFERING
The following summary highlights selected information contained elsewhere in this Supplement and the Base Offering Memorandum and is qualified in its entirety by reference to the more detailed information and financial data appearing elsewhere in this Supplement and the Base Offering Memorandum. This summary does not contain all of the information that prospective purchasers should consider before investing in the add-on notes. Prospective purchasers should carefully read this entire Supplement and the Base Offering Memorandum, including the sections entitled "Risk Factors," "Use of Proceeds," "Capitalization," "Unaudited Pro Forma Financial Data," "Description of the Add-On Notes," and "Description of the Kessler Acquisition," before making an investment decision.
The Issuer. Nexford Industrial Holdings Inc. is a Delaware corporation headquartered at 2400 Commerce Parkway, Suite 800, Schaumburg, Illinois 60173 (EIN: 84-3291057). The Company operates as a diversified industrials platform focused on three core product lines: precision-engineered metal components, thermal management systems, and specialty fasteners. The Company serves end markets in aerospace, defense, and energy, providing mission-critical components and assemblies to a diversified base of original equipment manufacturers ("OEMs"), Tier 1 suppliers, and government prime contractors.
For the last twelve months ("LTM") ended September 30, 2025, Nexford generated revenue of approximately $1,280,000,000 and Adjusted EBITDA of approximately $247,000,000, representing an Adjusted EBITDA margin of 19.3%. The Company's strong margin profile reflects its focus on highly engineered, value-added products with significant switching costs, long product qualification cycles, and high barriers to entry.
Nexford is a portfolio company of Granite Peak Capital Partners, LP ("Granite Peak" or the "Sponsor"), a Chicago-based private equity firm specializing in industrial and manufacturing businesses. Granite Peak acquired Nexford in a take-private transaction in 2022 through Granite Peak Capital Fund V, LP. Granite Peak holds approximately 82% of the equity of the Company through Nexford Parent Corp., a Delaware corporation that serves as the intermediate holding company. The remaining approximately 18% of equity is held by members of the Company's management team and certain co-investors who participated in the original acquisition.
Since the original leveraged buyout, Granite Peak and the Nexford management team have pursued a disciplined buy-and-build strategy, executing targeted bolt-on acquisitions to expand the Company's product capabilities, diversify its customer base, and strengthen its competitive position across key end markets. The proposed acquisition of Kessler Precision Components, Inc. (the "Kessler acquisition") represents the latest step in this strategy.
The Offering. The following table summarizes the principal terms of the add-on notes being offered pursuant to this Supplement:
Key Dates. The following table sets forth the expected timeline for this offering and the Kessler acquisition:
The foregoing dates are estimates and are subject to change. There can be no assurance that the offering or the Kessler acquisition will close on the dates indicated or at all. The closing of the add-on notes offering is not conditioned upon the simultaneous closing of the Kessler acquisition; however, the Kessler acquisition is subject to a financing condition, which the Company expects to be satisfied by the closing of this offering.
SUMMARY OF THE KESSLER ACQUISITION
On November 15, 2025, Nexford Industrial Holdings Inc. entered into a definitive Stock Purchase Agreement (the "Kessler Purchase Agreement") to acquire 100% of the outstanding equity of Kessler Precision Components, Inc. ("Kessler"), a privately held Ohio corporation headquartered at 1455 Innovation Boulevard, Dayton, Ohio 45402.
Kessler is a leading manufacturer of precision-machined aluminum and titanium components for aerospace and defense original equipment manufacturers. Founded by Thomas Kessler, who currently serves as President and will continue in his role following the closing, Kessler has built a reputation for high-quality machining, tight-tolerance manufacturing, and reliable supply chain performance over several decades of operation. Kessler maintains key customer relationships with a number of prominent aerospace and defense OEMs and Tier 1 suppliers, and its products are qualified on numerous defense and commercial aerospace platforms with long product life cycles.
The sellers under the Kessler Purchase Agreement are The Kessler Family Trust, which holds approximately 72% of the outstanding equity of Kessler, and Northland Growth Equity Fund III, LP, which holds the remaining approximately 28%. Seller's counsel is Hargrove & Tilson LLP (Harold Griswold, Partner), located at 130 West Second Street, Suite 700, Dayton, Ohio 45402.
Purchase Price. The aggregate purchase price for 100% of Kessler's outstanding equity is $138,000,000 in cash, payable at closing. There is no rollover equity, earnout, or contingent consideration component. The acquisition multiple of 6.0x Kessler's LTM EBITDA of approximately $23,000,000 reflects a valuation in line with comparable transactions in the precision-machined aerospace and defense components sector.
Financial Profile. For the LTM period ended September 30, 2025, Kessler generated revenue of approximately $115,000,000 and EBITDA of approximately $23,000,000, reflecting an EBITDA margin of 20.0%. Kessler's EIN is 31-1784623.
Closing Conditions. The closing of the Kessler acquisition is subject to customary closing conditions, including the accuracy of representations and warranties, compliance with covenants, and the absence of a material adverse effect. The acquisition is also subject to a financing condition requiring the completion of this add-on notes offering or alternative financing sufficient to fund the purchase price. The Company expects the acquisition to close on approximately December 12, 2025, simultaneously with or shortly after the closing and settlement of the add-on notes offering.
Representation and Warranty Insurance. The Company has bound a representation and warranty insurance policy with Atherton Specialty Insurance Co. in connection with the Kessler acquisition, providing coverage with a limit of $13,800,000 (equal to approximately 10% of the enterprise value) and a retention (deductible) of $1,380,000 (approximately 1% of the enterprise value). This policy is intended to provide the Company with recourse for breaches of the sellers' representations and warranties under the Kessler Purchase Agreement, subject to customary exclusions and limitations.
Post-Closing Integration. Following the closing, Kessler will become a domestic restricted subsidiary of the Issuer and will be required to become a Guarantor under the Indenture within 30 days of the acquisition closing pursuant to the after-acquired property covenant contained in the Indenture. The Company intends to cause the filing of UCC financing statements and other documents necessary to perfect security interests in Kessler's assets.
Strategic Rationale. The Kessler acquisition represents a compelling bolt-on opportunity that is consistent with Nexford's strategy of expanding its precision-machined components capabilities through targeted acquisitions. The acquisition offers the following strategic benefits:
• Expanded Precision Machining Capability: Kessler brings advanced multi-axis CNC machining capabilities in aluminum and titanium, complementing Nexford's existing precision-engineered metal components platform.
• Complementary Aerospace and Defense Customer Base: Kessler's relationships with aerospace and defense OEMs are highly complementary to Nexford's existing customer base, providing meaningful cross-selling opportunities and deeper customer penetration.
• Margin-Accretive Profile: Kessler's EBITDA margin of 20.0% compares favorably to Nexford's standalone Adjusted EBITDA margin of 19.3%, making the acquisition accretive to the Company's overall margin profile on a blended basis.
• Geographic Proximity: Kessler's facility in Dayton, Ohio is located in close proximity to the Company's existing Veltrano Tool & Die, LLC facility in Ohio, offering potential operational synergies including shared logistics, procurement consolidation, and facilities optimization.
• Attractive Valuation: The 6.0x EBITDA acquisition multiple represents an attractive entry point relative to comparable transactions in the precision aerospace and defense components sector.
RISK FACTORS
Investing in the add-on notes involves a high degree of risk. In addition to the other information contained in this Supplement and the Base Offering Memorandum, prospective purchasers should carefully consider the following risk factors before making an investment decision. If any of the events described below actually occur, the Company's business, financial condition, results of operations, and cash flows could be materially and adversely affected, and the Company may be unable to make payments on the notes when due. The following risk factors supplement and, to the extent inconsistent, supersede the risk factors set forth in the Base Offering Memorandum.
Risks Related to the Add-On Notes and Indebtedness
We have substantial leverage, and our debt service obligations could adversely affect our business, financial condition, and results of operations and our ability to satisfy our obligations under the notes.
After giving effect to this offering and the Kessler acquisition, on a pro forma basis as of September 30, 2025, we would have had total debt of approximately $980,000,000 and net debt of approximately $918,750,000. Our pro forma total net leverage ratio is approximately 4.1x on an unadjusted EBITDA basis (using EBITDA of approximately $225,000,000 for the LTM period ended September 30, 2025) and approximately 3.4x on an adjusted EBITDA basis (using Adjusted EBITDA of approximately $270,000,000, which includes approximately $45,000,000 of run-rate adjustments for the LTM period). Prospective purchasers should carefully review the differences between adjusted and unadjusted EBITDA. Our headline EBITDA before adjustments is approximately $225,000,000, yielding pro forma total net leverage of approximately 4.08x. Our Adjusted EBITDA of $270,000,000 includes approximately $45,000,000 of run-rate adjustments for the LTM period (which is part of approximately $190,000,000 of cumulative run-rate adjustments recognized across the platform since the original issuance of the notes in March 2023). These adjustments include cost synergies from prior acquisitions, non-recurring restructuring charges, and pro forma run-rate cost savings. While management believes these adjustments are reasonable, there can be no assurance that anticipated cost savings and synergies will be fully realized.
Our substantial indebtedness could have important consequences for holders of the add-on notes, including: (i) limiting our ability to borrow additional funds, or to sell assets to raise funds, if needed for working capital, capital expenditures, acquisitions, debt service requirements, or other purposes; (ii) limiting our flexibility in planning for, or reacting to, changes in our business and industry; (iii) placing us at a competitive disadvantage compared to competitors that have less indebtedness; (iv) making us more vulnerable to downturns in general economic conditions or in our business; and (v) making us unable to make capital expenditures that are important to our growth and strategies.
Our ability to make payments on and to refinance our indebtedness, including the notes, and to fund our operations and planned capital expenditures, will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, regulatory, and other factors that are beyond our control.
The notes are secured obligations, but the holders share collateral with the ABL facility lenders pursuant to the Intercreditor Agreement, and in an enforcement scenario, the proceeds of certain collateral may not be available to satisfy the notes.
The add-on notes and the existing notes are secured by a first-priority lien on Notes Priority Collateral, consisting of equipment, real property, intellectual property, and equity interests in subsidiaries. However, the Company's ABL Revolving Credit Facility (described below under "Description of Other Indebtedness — ABL Revolving Credit Facility") is secured by a first-priority lien on ABL Priority Collateral, consisting of accounts receivable, inventory, and deposit accounts. Pursuant to the Intercreditor Agreement dated March 15, 2023, between Ridgeline Trust Company, N.A. (as notes collateral agent) and Lakefront National Bank (as ABL agent), the respective lien priorities of the notes and the ABL facility are governed by the type of collateral. In an enforcement scenario, proceeds from ABL Priority Collateral would be applied first to satisfy obligations under the ABL facility before any remaining proceeds could be applied to the notes. Similarly, proceeds from Notes Priority Collateral would be applied first to satisfy obligations under the notes before any remaining proceeds could be applied to the ABL facility. There can be no assurance that the value of the Notes Priority Collateral will be sufficient to satisfy the notes obligations in full.
The notes are structurally subordinated to the obligations of our non-guarantor subsidiaries.
The add-on notes are guaranteed by Nexford Parent Corp. and all existing domestic restricted subsidiaries of the Issuer. However, Nexford International Holdings, Inc. (a Delaware corporation and Guarantor) serves as the holding company for the Company's foreign operations, and the Company's foreign subsidiaries (which are unrestricted subsidiaries and are not Guarantors) may have obligations that are not guaranteed by the Issuer or any Guarantor. To the extent that any non-guarantor subsidiary has liabilities or obligations, the claims of creditors of such subsidiary will have priority with respect to the assets of that subsidiary over the claims of holders of the notes. As of the date of this Supplement, the Company's non-guarantor foreign subsidiaries had limited outstanding indebtedness.
The notes have not been and will not be registered under the Securities Act, and there is no established trading market for the notes.
The add-on notes have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction. The notes are being offered and sold only to QIBs under Rule 144A and to non-U.S. persons under Regulation S. There is no established public trading market for the notes. The initial purchasers have informed the Company that they currently intend to make a market in the notes after the completion of this offering; however, the initial purchasers are not obligated to do so and may discontinue their market-making activities at any time without notice. Accordingly, there can be no assurance as to the development or liquidity of any trading market for the notes. The liquidity of any market for the notes will depend upon, among other things, the number of holders of the notes, the interest of securities dealers in making a market in the notes, the overall market for high-yield securities, and general economic conditions and market sentiment.
Ratings assigned to the notes are not a recommendation to purchase, hold, or sell the notes and may be revised or withdrawn at any time.
Palladian Credit Research, Inc. ("Palladian") has assigned the Issuer a corporate family rating of B2 and an instrument rating of B1 to the 8.750% Senior Secured Notes due 2030, and has been asked to confirm the B1 instrument rating for the add-on notes. Veridian Ratings Group, LLC ("Veridian") has assigned the Issuer a corporate family rating of B and an instrument rating of B+ to the 8.750% Senior Secured Notes due 2030, and has been asked to confirm the B+ instrument rating for the add-on notes. Credit ratings are not recommendations to purchase, hold, or sell the notes. Ratings reflect only the views of the rating agencies at the time such ratings are issued and may be revised or withdrawn at any time. A downgrade or withdrawal of a rating may adversely affect the market price and liquidity of the notes.
Our variable rate indebtedness under the ABL facility exposes us to interest rate risk.
Borrowings under our ABL Revolving Credit Facility bear interest at variable rates. As of the date of this Supplement, we had approximately $45,000,000 drawn under the ABL facility. An increase in prevailing interest rates would increase our debt service costs on the ABL facility, reduce our cash flow available for other purposes, and could adversely affect our ability to service the notes. We have not entered into any interest rate hedging arrangements with respect to the ABL facility borrowings.
The change of control put obligation could strain our liquidity.
Upon the occurrence of a Change of Control (as defined in the Indenture), each holder of the notes may require the Issuer to repurchase all or any portion of such holder's notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest. A Change of Control would likely also constitute an event of default under the ABL facility, which would accelerate the indebtedness thereunder. We may not have sufficient funds available at the time of a Change of Control to make the required repurchases, and there can be no assurance that we would be able to obtain alternative financing to fund such repurchases.
Restrictive covenants in the Indenture and the ABL facility limit our operational and financial flexibility.
The Indenture contains numerous restrictive covenants that, among other things, limit our ability to: incur additional indebtedness (subject to a Fixed Charge Coverage Ratio incurrence test of 2.00x and a Permitted Indebtedness general basket of the greater of $75,000,000 and 12.5% of Total Assets); make restricted payments (subject to a basket of the greater of $60,000,000 and 10% of Total Assets, plus a builder basket and other customary exceptions); sell assets; enter into transactions with affiliates; and create liens. The ABL facility contains additional covenants, including a springing fixed charge coverage ratio. These covenants could limit our ability to finance future operations, capital expenditures, and strategic acquisitions, or to take advantage of other business opportunities that may be in our interest.
Risks Related to the Kessler Acquisition
The Kessler acquisition may not close on the terms described herein or at all.
The closing of the Kessler acquisition is subject to the satisfaction or waiver of customary closing conditions, including the accuracy of the sellers' representations and warranties, compliance with covenants, and the absence of a material adverse effect. The acquisition is also subject to a financing condition requiring the completion of this add-on notes offering or alternative financing sufficient to fund the purchase price. If the Kessler acquisition does not close, we will have incurred significant transaction costs and will need to deploy the net proceeds from this offering for general corporate purposes. There can be no assurance that the Kessler acquisition will close on the expected timeline or at all.
We may not successfully integrate Kessler, and anticipated synergies and benefits may not be realized.
Kessler has operated as an independent company, and the integration of Kessler into our existing operations will require substantial management attention and resources. There can be no assurance that we will be able to integrate Kessler's operations, systems, personnel, and culture effectively or within the anticipated timeframe. Failure to achieve anticipated synergies or integration benefits could adversely affect our business, financial condition, and results of operations.
The Kessler acquisition increases our concentration in the aerospace and defense end markets.
The Kessler acquisition will increase our revenue and earnings exposure to the aerospace and defense end markets. While we believe these markets offer attractive long-term growth prospects, they are subject to significant cyclical and budgetary risks, including dependence on government defense spending levels, which are subject to political and fiscal policy uncertainties.
We will be dependent on Thomas Kessler and other key personnel following the acquisition.
Thomas Kessler, the founder and President of Kessler, has been instrumental in building and maintaining the company's customer relationships and technical expertise. The loss of Mr. Kessler's services or other key Kessler personnel could disrupt operations and adversely affect our ability to retain Kessler's customer base and achieve the anticipated benefits of the acquisition.
The representation and warranty insurance policy may not cover all losses, and we are subject to a retention.
We have obtained a representation and warranty insurance policy from Atherton Specialty Insurance Co. in connection with the Kessler acquisition with a coverage limit of $13,800,000 and a retention (deductible) of $1,380,000. This policy is subject to customary exclusions, limitations, and conditions. There can be no assurance that the policy will cover all losses arising from breaches of the sellers' representations and warranties, and the Company will bear all losses up to the retention amount.
Risks Related to the Issuer's Business
Our business is subject to the cyclicality of the aerospace, defense, and energy end markets.
Our revenue and profitability are significantly influenced by conditions in the aerospace, defense, and energy industries. These industries are subject to cyclical fluctuations driven by macroeconomic conditions, government spending levels, commercial aviation build rates, and commodity prices. A downturn in one or more of these end markets could have a material adverse effect on our business, financial condition, and results of operations.
We are subject to customer concentration risk.
A significant portion of our revenue is derived from a limited number of large OEM and Tier 1 supplier customers. The loss of one or more significant customers, or a significant reduction in orders from such customers, could have a material adverse effect on our revenue and profitability. Additionally, our customers may seek to renegotiate pricing terms or delay or cancel orders, particularly during periods of economic uncertainty.
We are exposed to raw material cost volatility.
Our manufacturing operations require significant quantities of aluminum, titanium, specialty steel, and other raw materials. The prices of these raw materials are subject to volatile fluctuations driven by global supply and demand dynamics, trade policies, geopolitical developments, and other factors. While we seek to mitigate raw material cost increases through contractual pass-through mechanisms and hedging strategies, there can be no assurance that we will be able to fully offset increases in raw material costs through price adjustments to our customers.
We are subject to regulatory and environmental compliance requirements.
Our operations are subject to extensive federal, state, and local environmental, health, and safety laws and regulations, including those governing the handling, storage, treatment, and disposal of hazardous materials and waste, air emissions, water discharges, and workplace safety. Compliance with these requirements involves ongoing costs and capital expenditures. Failure to comply with applicable environmental or regulatory requirements could result in fines, penalties, remediation obligations, or operational restrictions.
We face competition from larger diversified manufacturers.
The markets in which we operate are competitive, and we face competition from numerous companies, many of which have greater financial, technical, and marketing resources than we do. Increased competition could result in reduced market share, pricing pressure, and lower profitability.
We face labor market constraints in skilled manufacturing.
Our business requires a highly skilled workforce, including machinists, welders, engineers, and other technical personnel. The manufacturing sector in the United States has experienced persistent labor shortages, particularly for skilled trades positions. Our inability to attract, retain, and train a sufficient number of qualified employees could adversely affect our ability to meet customer demand, maintain production quality, and achieve our growth objectives.
We are subject to supply chain disruptions.
Our manufacturing operations depend on the timely availability of raw materials, components, and tooling from third-party suppliers. Supply chain disruptions caused by natural disasters, geopolitical events, transportation constraints, supplier financial difficulties, or other factors could delay production, increase costs, and adversely affect our ability to fulfill customer orders on a timely basis.
Risks Related to the Sponsor
Granite Peak's interests may differ from the interests of noteholders.
Granite Peak Capital Partners, LP controls approximately 82% of the equity of the Company through Nexford Parent Corp. and has the ability to influence the Company's strategic decisions, including decisions relating to the incurrence of additional indebtedness, the making of restricted payments (including dividends and distributions), the consummation of acquisitions or dispositions of assets, and the entry into transactions with affiliates. In certain circumstances, Granite Peak's interests may diverge from those of the noteholders. For example, Granite Peak may prefer to pursue strategies or transactions that maximize the value of its equity investment, which could result in the incurrence of additional indebtedness, the making of distributions, or the consummation of transactions that may not be in the best interests of the noteholders. The Indenture contains covenants that are intended to limit the ability of the Company to engage in certain transactions, but these covenants are subject to significant exceptions and qualifications. See "Description of the Add-On Notes — Key Covenants."
USE OF PROCEEDS
The Company estimates that the gross proceeds from this offering will be approximately $152,250,000 (based on the aggregate principal amount of $150,000,000 at an issue price of 101.500% of par, before deducting the initial purchaser discount and estimated offering expenses). After deducting the initial purchaser discount of 1.750% of the aggregate principal amount ($2,625,000), the net proceeds to the Company will be approximately $149,625,000 (before other expenses).
The Company intends to use the net proceeds from this offering as follows:
Application of Proceeds
Detail on Transaction Fees and Expenses
The following table provides an estimated breakdown of the transaction fees and expenses associated with this offering and the Kessler acquisition:
The remainder of the approximately $5,000,000 fees line item includes acquisition-related costs associated with the Kessler transaction, including legal fees for the negotiation and execution of the Kessler Purchase Agreement, representation and warranty insurance premium payable to Atherton Specialty Insurance Co., title and environmental diligence expenses, and other customary closing costs.
In the event that the Kessler acquisition does not close, the Company intends to use the net proceeds from this offering for general corporate purposes, which may include the repayment or reduction of outstanding indebtedness, funding future acquisitions, capital expenditures, or working capital needs.
CAPITALIZATION
The following table sets forth the cash and cash equivalents and capitalization of the Company (i) on an actual basis as of September 30, 2025, and (ii) on a pro forma basis after giving effect to this offering and the Kessler acquisition. The pro forma capitalization data should be read in conjunction with "Unaudited Pro Forma Financial Data," "Use of Proceeds," and the financial statements incorporated by reference in the Base Offering Memorandum.
Pre-Transaction Capitalization (as of September 30, 2025)
Pro Forma Capitalization (giving effect to the offering and the Kessler acquisition)
Note Regarding Adjusted vs. Unadjusted EBITDA: The headline pro forma total net leverage of approximately 4.1x referenced throughout these offering materials uses unadjusted EBITDA of approximately $225,000,000 (which reflects the Company's reported EBITDA without run-rate adjustments). The pro forma secured net leverage of approximately 2.7x likewise uses unadjusted EBITDA. The Company's Adjusted EBITDA of $270,000,000 (inclusive of Kessler's $23,000,000 contribution) reflects approximately $45,000,000 of run-rate adjustments for the LTM period ended September 30, 2025. These run-rate adjustments are part of approximately $190,000,000 of cumulative run-rate adjustments recognized across the platform since the original issuance of the notes in March 2023. Run-rate adjustments include realized and expected cost synergies from completed acquisitions, non-recurring restructuring and severance charges, the annualized effect of contractual price increases, and pro forma run-rate cost savings from facility consolidation and procurement optimization initiatives. While management believes these adjustments are reasonable and consistent with the methodology used in the original offering, there can be no assurance that the projected cost savings and synergies underlying these adjustments will be fully realized.
UNAUDITED PRO FORMA FINANCIAL DATA
Basis of Presentation
The following unaudited pro forma financial information gives effect to (i) the issuance of $150,000,000 aggregate principal amount of add-on notes at an issue price of 101.500% of par, (ii) the application of net proceeds as described under "Use of Proceeds," and (iii) the acquisition of 100% of the outstanding equity of Kessler Precision Components, Inc. for $138,000,000 in cash. The pro forma information is presented for the LTM period ended September 30, 2025.
The pro forma financial data is based upon the historical audited and unaudited financial statements of Nexford Industrial Holdings Inc. and the unaudited management-prepared financial statements of Kessler Precision Components, Inc. The consolidated financial statements of the Company have been audited by Meridian Ledger LLP, an independent registered public accounting firm, located at 155 North Wacker Drive, Suite 2500, Chicago, Illinois 60606. The financial data of Kessler included herein has been derived from Kessler's unaudited management-prepared financial statements and has not been audited or reviewed by an independent accounting firm.
The unaudited pro forma financial information is presented for illustrative purposes only and does not necessarily reflect what the Company's financial position or results of operations would have been had the offering and the Kessler acquisition occurred on the dates assumed, nor does it project the Company's financial position or results of operations at any future date or for any future period. The pro forma adjustments are based on currently available information and certain assumptions that management believes are reasonable under the circumstances. The pro forma financial data should be read in conjunction with the historical financial statements of the Company incorporated by reference in the Base Offering Memorandum, the financial information regarding Kessler included in this Supplement, and the other information set forth under "Capitalization" and "Use of Proceeds."
Pro Forma Income Statement Highlights (LTM ended September 30, 2025)
The pro forma combined revenue of $1,395,000,000 and Adjusted EBITDA of $270,000,000 reflect the simple aggregation of Nexford's and Kessler's respective historical results for the LTM period ended September 30, 2025. No pro forma adjustments have been made to revenue or Adjusted EBITDA for anticipated synergies, cost savings, or revenue enhancements that may result from the Kessler acquisition, as such amounts have not been determined with sufficient precision to be included in the pro forma financial data at this time.
Pro Forma Balance Sheet Adjustments
The following summarizes the principal pro forma adjustments to the Company's balance sheet as a result of the offering and the Kessler acquisition:
• Increase in Senior Secured Notes: The outstanding principal amount of the 8.750% Senior Secured Notes due 2030 increases from $475,000,000 to $625,000,000, reflecting the issuance of $150,000,000 of add-on notes.
• Recognition of Kessler Assets and Liabilities: The assets and liabilities of Kessler will be recognized at estimated fair value in accordance with Accounting Standards Codification Topic 805, Business Combinations. The allocation of the purchase price to the identifiable assets acquired and liabilities assumed, including goodwill and identifiable intangible assets (such as customer relationships, trade names, and developed technology), will be finalized following the completion of the acquisition and the associated valuation procedures.
• Cash and Cash Equivalents: Pro forma cash and cash equivalents increase by approximately $9,250,000, representing the excess of net proceeds from the offering over the aggregate of the Kessler acquisition purchase price and estimated transaction fees and expenses.
• Total Debt: Pro forma total debt increases from $830,000,000 to $980,000,000, reflecting the $150,000,000 of add-on notes. No additional drawings are assumed under the ABL facility.
• Goodwill and Intangible Assets: The excess of the $138,000,000 purchase price over the estimated fair value of Kessler's identifiable net assets will be recorded as goodwill. The Company expects that a significant portion of the purchase price will be allocated to goodwill and identifiable intangible assets, including customer relationships and trade names. The final allocation will be completed following the closing of the acquisition and is subject to adjustment during the measurement period (not to exceed one year from the acquisition date).
Pro Forma Interest Expense
The following table summarizes the estimated annual pro forma cash interest expense of the Company after giving effect to this offering:
The add-on notes will contribute incremental annual interest expense of $13,125,000 ($150,000,000 × 8.750%). The estimated ABL interest expense is based on the current drawn balance of approximately $45,000,000 and prevailing variable rates as of the date of this Supplement. Actual ABL interest expense will vary depending on the drawn balance and applicable interest rates.
DESCRIPTION OF THE ADD-ON NOTES
The following is a summary of the material terms of the add-on notes. This summary supplements the description of the existing notes contained in the Base Offering Memorandum under "Description of Notes." To the extent the terms of the add-on notes are identical to the terms of the existing notes, this summary incorporates by reference the corresponding provisions of the Base Offering Memorandum. The following description does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the terms of the Indenture, the Supplemental Indenture, and the notes themselves.
General. The add-on notes are being issued as "Additional Notes" under Section 2.15 of the Indenture dated as of March 15, 2023 (the "Base Indenture"), as supplemented by the First Supplemental Indenture to be dated as of December 10, 2025 (the "Supplemental Indenture"), among Nexford Industrial Holdings Inc. (the "Issuer"), the Guarantors named therein, and Ridgeline Trust Company, N.A., as Trustee and Collateral Agent. The aggregate principal amount of the add-on notes will be $150,000,000. After giving effect to the issuance of the add-on notes, the aggregate principal amount of 8.750% Senior Secured Notes due 2030 outstanding under the Indenture will be $625,000,000.
The add-on notes will have the same terms in all material respects as the existing notes, including the same coupon rate, maturity date, security package, guarantees, covenants, and optional redemption provisions. After the 40-day distribution compliance period under Regulation S, the add-on notes will be consolidated with and form a single series with the existing notes under the Indenture. Holders of the add-on notes will vote as a single class with holders of the existing notes on all matters submitted to a vote of noteholders.
Interest. The add-on notes will bear interest at a rate of 8.750% per annum, payable semi-annually in arrears on March 15 and September 15 of each year, commencing March 15, 2026. Interest on the add-on notes will accrue from September 15, 2025 (the most recent interest payment date on the existing notes). Purchasers of the add-on notes at the closing of this offering will be required to pay accrued interest from September 15, 2025 to and including the closing date of December 10, 2025 (a period of 86 days). Accrued interest payable by purchasers at closing will be approximately $3,140,411 in the aggregate (calculated as $150,000,000 × 8.750% × 86/360). This accrued interest will be treated as a return of capital to purchasers upon receipt of the first semi-annual interest payment on March 15, 2026.
Maturity. The add-on notes will mature on March 15, 2030, the same maturity date as the existing notes. On the maturity date, the Issuer will be required to repay the outstanding principal amount of all notes in full, together with any accrued and unpaid interest thereon.
Fungibility. The add-on notes will initially be issued under temporary CUSIPs to facilitate tracking during the Regulation S distribution compliance period:
• Rule 144A temporary CUSIP: 65438T AB3
• Regulation S temporary CUSIP: U65438 AB5
After the expiration of the 40-day Regulation S distribution compliance period (expected January 19, 2026), the temporary CUSIPs will be retired and the add-on notes will be consolidated with and form a single series with the existing notes. Thereafter, all notes (including the add-on notes) will trade under the existing CUSIPs and ISINs:
• Rule 144A CUSIP: 65438T AA5
• Regulation S CUSIP: U65438 AA7
• Rule 144A ISIN: US65438TAA51
• Regulation S ISIN: USU65438AA72
Following consolidation, the add-on notes will be treated for all purposes under the Indenture as part of the same series as the existing notes and will be interchangeable and fungible with the existing notes.
Guarantees. The add-on notes will be guaranteed on a senior secured basis by Nexford Parent Corp. and each of the following nine domestic restricted subsidiaries of the Issuer, each of which is a Guarantor under the Indenture:
1. Nexford Thermal Systems, LLC — a Delaware limited liability company
2. Nexford Fastener Group, Inc. — a Delaware corporation
3. Nexford Aerospace Components, Inc. — a Delaware corporation
4. Prairie Metal Works, LLC — an Illinois limited liability company
5. Great Lakes Precision, Inc. — a Michigan corporation
6. Nexford Defense Solutions, LLC — a Delaware limited liability company
7. Nexford Energy Products, Inc. — a Texas corporation
8. Veltrano Tool & Die, LLC — an Ohio limited liability company
9. Nexford International Holdings, Inc. — a Delaware corporation
Nexford Parent Corp. (a Delaware corporation, EIN 84-3290814) serves as the parent guarantor and the intermediate holding company through which Granite Peak Capital Partners, LP holds its equity interest in the Company.
Pursuant to the after-acquired property covenant contained in the Indenture, Kessler Precision Components, Inc. (an Ohio corporation) will be required to become a Guarantor under the Indenture within 30 days of the closing of the Kessler acquisition (expected December 12, 2025). The Company intends to execute a joinder to the Indenture and the related security documents on behalf of Kessler promptly following the acquisition closing. See "Description of the Kessler Acquisition — Post-Closing Obligations."
Each guarantee will constitute a senior secured obligation of the applicable Guarantor, ranking pari passu in right of payment with all existing and future senior indebtedness of such Guarantor and senior in right of payment to all existing and future subordinated indebtedness of such Guarantor.
Security and Collateral
The add-on notes will be secured on the same basis as the existing notes by a first-priority lien on the Notes Priority Collateral, which includes:
• All equipment owned by the Issuer and each Guarantor;
• All real property owned by the Issuer and each Guarantor (including all fee interests, leasehold interests, and fixtures);
• All intellectual property owned by the Issuer and each Guarantor (including patents, trademarks, trade names, copyrights, and related licenses);
• All equity interests in subsidiaries of the Issuer and each Guarantor (limited, in the case of equity interests in first-tier foreign subsidiaries, to 65% of the voting stock and 100% of the non-voting stock of such subsidiaries).
The ABL Priority Collateral — consisting of accounts receivable, inventory, and deposit accounts — is subject to a first-priority lien in favor of Lakefront National Bank, as agent under the ABL Revolving Credit Facility. The notes have a second-priority lien on the ABL Priority Collateral, and the ABL facility has a second-priority lien on the Notes Priority Collateral.
The respective lien priorities of the notes and the ABL facility are governed by the Intercreditor Agreement dated as of March 15, 2023, between Ridgeline Trust Company, N.A. (as notes collateral agent) and Lakefront National Bank (as ABL agent). The Intercreditor Agreement contains customary provisions regarding lien priorities, standstill periods, turnover obligations, and release mechanics. See "Description of Other Indebtedness — Intercreditor Agreement."
Optional Redemption. The add-on notes are subject to the same optional redemption provisions as the existing notes, as set forth in the Indenture:
Prior to March 15, 2026: The Issuer may redeem some or all of the notes at a make-whole redemption price equal to the greater of (i) 100% of the principal amount of the notes being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the notes being redeemed (exclusive of accrued and unpaid interest to the redemption date), discounted to the redemption date on a semi-annual basis at the applicable U.S. Treasury rate plus 50 basis points, in each case plus accrued and unpaid interest to, but not including, the redemption date.
On or after the following dates, the notes may be redeemed at the following redemption prices (expressed as a percentage of par), plus accrued and unpaid interest:
Equity Clawback. At any time prior to March 15, 2026, the Issuer may, on one or more occasions, redeem up to 40% of the original aggregate principal amount of the notes (calculated on the basis of the aggregate principal amount of all notes outstanding, including the add-on notes) at a redemption price equal to 108.750% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the redemption date, with the net cash proceeds of one or more equity offerings; provided that at least 60% of the original aggregate principal amount of the notes remains outstanding after each such redemption and that such redemption occurs within 180 days after the closing of the applicable equity offering.
Change of Control
Upon the occurrence of a Change of Control (as defined in the Indenture), each holder of the notes will have the right to require the Issuer to repurchase all or any portion of such holder's notes at a purchase price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase.
A "Change of Control" is generally defined in the Indenture to include (i) the acquisition by any person or group (other than Granite Peak and its affiliates) of more than 50% of the total voting power of the Issuer's or Nexford Parent Corp.'s capital stock, (ii) the sale of all or substantially all of the assets of the Issuer and the restricted subsidiaries, taken as a whole, to any person (other than Granite Peak and its affiliates), and (iii) certain other events, in each case as more fully described in the Indenture.
Key Covenants (Summary of Existing Indenture Provisions)
The Indenture contains the following restrictive covenants, which apply equally to the existing notes and the add-on notes. The following is a summary only; prospective purchasers should refer to the description of covenants in the Base Offering Memorandum and the Indenture itself for a complete description of each covenant and the exceptions and qualifications applicable thereto.
• Limitation on Incurrence of Indebtedness. The Issuer and the restricted subsidiaries may not incur additional indebtedness unless, after giving pro forma effect to such incurrence (and the application of proceeds thereof), the Issuer's Fixed Charge Coverage Ratio is at least 2.00 to 1.00. This covenant is subject to a number of exceptions permitting the incurrence of specified categories of Permitted Indebtedness, including a general basket permitting the incurrence of additional indebtedness in an aggregate principal amount not to exceed the greater of $75,000,000 and 12.5% of Total Assets (as defined in the Indenture).
• Limitation on Restricted Payments. The Issuer may not, and may not permit any restricted subsidiary to, make Restricted Payments (as defined in the Indenture, generally including dividends, distributions, equity repurchases, and certain investments) unless certain conditions are satisfied. The aggregate amount of Restricted Payments that may be made is limited to a basket equal to the greater of $60,000,000 and 10% of Total Assets, plus a "builder basket" based on 50% of cumulative consolidated net income (or minus 100% of cumulative consolidated net loss) since the issue date, plus the net cash proceeds of certain equity offerings, plus certain other amounts described in the Indenture.
• Asset Sale Covenant. The Issuer and the restricted subsidiaries may not consummate asset sales unless, among other things, the Issuer receives consideration equal to at least the fair market value of the assets sold and at least 75% of the consideration consists of cash or cash equivalents. The Issuer has a 365-day reinvestment period (with a 180-day extension for committed projects) to reinvest the net proceeds of asset sales in additional assets useful in the Issuer's business. Any excess net proceeds not so reinvested must be used to make an offer to repurchase the notes at 100% of par, plus accrued and unpaid interest.
• Limitation on Transactions with Affiliates. The Issuer and the restricted subsidiaries may not enter into transactions with affiliates unless such transactions are on terms no less favorable to the Issuer than those that could be obtained in an arm's-length transaction with a non-affiliated third party, subject to specified thresholds requiring independent director approval or a fairness opinion.
• Limitation on Liens (Negative Pledge). The Issuer and the restricted subsidiaries may not create or permit to exist any lien on any asset (other than Permitted Liens as defined in the Indenture) that secures indebtedness unless the notes are equally and ratably secured by such lien.
• Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Issuer may not, and may not permit any restricted subsidiary to, create or permit to exist any encumbrance or restriction on the ability of any restricted subsidiary to pay dividends, make distributions, make loans, or transfer assets to the Issuer or any other restricted subsidiary, subject to customary exceptions.
• Reports Covenant. The Issuer has agreed to furnish to holders and the Trustee annual audited financial statements and quarterly unaudited financial statements, together with a management's discussion and analysis of financial condition and results of operations.
• After-Acquired Property Covenant. The Issuer is required to cause each new domestic restricted subsidiary to become a Guarantor under the Indenture and to grant liens on its assets constituting Notes Priority Collateral within 30 days of becoming a restricted subsidiary.
Book-Entry; Delivery and Form
The add-on notes will be issued in fully registered, book-entry form through the facilities of DTC. Beneficial interests in the Rule 144A notes will be represented by one or more global notes in definitive, fully registered form deposited with or on behalf of DTC and registered in the name of DTC's nominee, Cede & Co. Beneficial interests in the Regulation S notes will be represented by one or more Regulation S global notes deposited with DTC for the account of Thackeray Partners LLC and Ashgrove Enterprises. Individual definitive notes will not be issued except in limited circumstances described in the Indenture.
The Transfer Agent and Registrar for the notes is Continental Transfer Services, Inc., loca