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Condensed Consolidated Interim Financial Statements (unaudited)
(Expressed in thousands of United States dollars)
 
WESTPORT FUEL SYSTEMS INC.


For the three and six months ended June 30, 2026 and 2025



WESTPORT FUEL SYSTEMS INC.
Condensed Consolidated Interim Balance Sheets (unaudited)
(Expressed in thousands of United States dollars, except share amounts)
June 30, 2026 and December 31, 2025
June 30, 2026December 31, 2025
Assets
Current assets:
Cash and cash equivalents (including restricted cash)$23,946 $27,158 
Accounts receivable (note 6)6,146 10,177 
Inventories (note 7)2,745 3,037 
Prepaid expenses632 1,182 
Total current assets33,469 41,554 
Long-term investments (note 8)44,028 42,714 
Property, plant and equipment (note 9)5,552 5,605 
Operating lease right-of-use assets1,537 1,756 
Other long-term assets421 2,380 
Total assets$85,007 $94,009 
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable and accrued liabilities (note 10)$16,416 $17,933 
Warrant liabilities (note 12)11,337  
Current portion of operating lease liabilities491 493 
Current portion of long-term debt (note 11)972 2,924 
Current portion of warranty liability113 199 
Total current liabilities29,329 21,549 
Long-term operating lease liabilities1,082 1,292 
Warranty liability937 966 
Other long-term liabilities1,388 1,389 
Total liabilities32,736 25,196 
Shareholders’ equity:
Share capital (note 13):
Unlimited common and preferred shares, no par value
18,995,734 (2025 - 17,351,005) common shares issued and outstanding
1,247,185 1,246,793 
Other equity instruments8,898 8,968 
Additional paid in capital11,516 11,516 
Accumulated deficit(1,174,983)(1,157,901)
Accumulated other comprehensive loss(40,345)(40,563)
Total shareholders' equity52,271 68,813 
Total liabilities and shareholders' equity$85,007 $94,009 
Commitments and contingencies (note 15)

See accompanying notes to condensed consolidated interim financial statements.
Approved on behalf of the Board:Brad KotushDirectorDaniel SceliDirector
1


WESTPORT FUEL SYSTEMS INC.
Condensed Consolidated Interim Statements of Operations and Comprehensive Loss (unaudited)
(Expressed in thousands of United States dollars, except share and per share amounts)
 Three months and six months ended June 30, 2026 and 2025

Three months ended June 30,Six Months Ended June 30,
2026202520262025
Revenue$2,717 $12,498 $5,002 $19,821 
Cost of revenue2,584 11,656 4,353 17,444 
Gross profit133 842 649 2,377 
Operating expenses:
Research and development1,211 1,574 2,434 2,867 
General and administrative4,174 4,106 7,008 6,778 
Sales and marketing224 290 431 733 
Foreign exchange loss (gain)1,693 (4,224)2,700 (5,427)
Depreciation and amortization45 106 155 214 
7,347 1,852 12,728 5,165 
Loss from operations(7,214)(1,010)(12,079)(2,788)
Loss from investments accounted for by the equity method (note 8)(1,283)(3,686)(2,664)(7,570)
Change in fair value of warrant liabilities (note 12)(1,496) (1,496) 
Financing transaction costs(1,085) (1,085) 
Interest on long-term debt(68)(166)(158)(358)
Interest and other income, net of bank charges(6)(147)736 502 
Loss before income taxes(11,152)(5,009)(16,746)(10,214)
Income tax expense223 44 336 134 
Net loss from continuing operations(11,375)(5,053)(17,082)(10,348)
Net loss from discontinued operations (note 5) (29,291) (26,447)
Net loss for the period(11,375)(34,344)(17,082)(36,795)
Other comprehensive income (loss):
Cumulative translation adjustment863 6,921 2,737 10,562 
Ownership share of equity method investments' other comprehensive loss(337)(1,464)(2,519)(2,293)
526 5,457 218 8,269 
Comprehensive loss$(10,849)$(28,887)$(16,864)$(28,526)
Net loss per share:
From continuing operations - basic and diluted$(0.64)$(0.29)$(0.97)$(0.60)
From discontinued operations - basic and diluted$ $(1.69)$ $(1.53)
Net loss per share - basic and diluted$(0.64)$(1.98)$(0.97)$(2.12)
Weighted average common shares outstanding:
Basic and diluted17,822,491 17,338,288 17,609,725 17,330,527 
    
See accompanying notes to condensed consolidated interim financial statements.
2

WESTPORT FUEL SYSTEMS INC.
Condensed Consolidated Interim Statements of Shareholders' Equity (unaudited)
(Expressed in thousands of United States dollars, except share amounts)
 Three months and six months ended June 30, 2026 and 2025
Common Shares Outstanding Share capitalOther equity instrumentsAdditional paid in capitalAccumulated deficitAccumulated other comprehensive lossTotal shareholders' equity
Three months ended June 30, 2025
April 1, 202517,326,732 $1,246,408 $9,081 $11,516 $(1,098,726)$(30,681)$137,598 
Issuance of common shares on exercise of share units24,273 235 (235)— — —  
Stock-based compensation— — 181 — — — 181 
Net loss for the period— — — — (34,344)— (34,344)
Other comprehensive income— — — — — 5,457 5,457 
June 30, 202517,351,005 $1,246,643 $9,027 $11,516 $(1,133,070)$(25,224)$108,892 
Six months ended June 30, 2025
January 1, 202517,282,934 $1,245,805 $9,472 $11,516 $(1,096,275)$(33,493)$137,025 
Issuance of common shares on exercise of share units68,071 838 (838)— — —  
Stock-based compensation— — 393 — — — 393 
Net loss for the period— — — — (36,795)— (36,795)
Other comprehensive income— — — — — 8,269 8,269 
June 30, 202517,351,005 $1,246,643 $9,027 $11,516 $(1,133,070)$(25,224)$108,892 
Three months ended June 30, 2026
April 1, 202617,395,734 $1,247,059 $8,788 $11,516 $(1,163,608)$(40,871)$62,884 
Issuance of common shares, net1,600,000 126 126 
Stock-based compensation— — 110 — — — 110 
Net loss for the period— — — — (11,375)— (11,375)
Other comprehensive income— — — — — 526 526 
June 30, 202618,995,734 $1,247,185 $8,898 $11,516 $(1,174,983)$(40,345)$52,271 
Six months ended June 30, 2026
January 1, 202617,375,213 $1,246,793 $8,968 $11,516 $(1,157,901)$(40,563)$68,813 
Issuance of common shares on exercise of share units20,521 266 (266)— — —  
Issuance of common shares, net1,600,000 126 126 
Stock-based compensation— — 196 — — — 196 
Net loss for the period— — — — (17,082)— (17,082)
Other comprehensive income— — — — — 218 218 
June 30, 202618,995,734 $1,247,185 $8,898 $11,516 $(1,174,983)$(40,345)$52,271 

See accompanying notes to condensed consolidated interim financial statements.

3


WESTPORT FUEL SYSTEMS INC.
Condensed Consolidated Interim Statements of Cash Flows (unaudited)
(Expressed in thousands of United States dollars)
 Three months and six months ended June 30, 2026 and 2025
Three months ended June 30,Six Months Ended June 30,
2026202520262025
Operating activities:
Net loss for the period from continuing operations$(11,375)$(5,053)$(17,082)$(10,348)
Adjustments to reconcile net income (loss) to net cash used in continuing operating activities:
Depreciation and amortization255 219 467 397 
Stock-based compensation expense110 126 196 304 
Unrealized foreign exchange loss (gain)1,693 (4,224)2,700 (5,427)
Deferred income tax (recovery) (6) (9)
Loss from investments accounted for by the equity method1,283 3,686 2,664 7,570 
Interest on long-term debt23 23 47 45 
Inventory write-downs54 140 54 110 
Bad debt expense14  2  
Change in fair value of warrant liabilities (note 12)1,496  1,496  
Financing transaction costs1,085  1,085  
Warranty provision(124) (124) 
Changes in working capital923 (533)594 (6,869)
Net cash used in operating activities from continuing operations(4,563)(5,622)(7,901)(14,227)
Net cash (used in) provided by operating activities from discontinued operations (582) 3,125 
Investing activities:
Purchase of property, plant and equipment (note 9)(48)(822)(480)(1,395)
Proceeds from holdback receivable (note 6)  5,844 10,450 
Capital contributions to investments accounted for by the equity method (note 8)(3,512)(4,185)(6,364)(8,871)
Net cash (used in) provided by investing activities from continuing operations(3,560)(5,007)(1,000)184 
Net cash used in investing activities from discontinued operations (460) (2,947)
Financing activities:
Repayments of operating lines of credit and long-term facilities(1,000)(1,000)(2,000)(2,000)
Drawings on operating lines of credit and long-term facilities   
Proceeds from issuance of common share, warrants, and pre-funded warrants10,000  10,000  
Payment of shares and warrants issuance costs(700) (700) 
Net cash (used in) provided by financing activities from continuing operations8,300 (1,000)7,300 (2,000)
Net cash used in financing activities from discontinued operations (3,176) (6,094)
Effect of foreign exchange on cash and cash equivalents(734)4,593 (1,611)5,696 
Net decrease in cash and cash equivalents(557)(11,254)(3,212)(16,263)
Cash and cash equivalents, beginning of period (including restricted cash)24,503 32,637 27,158 37,646 
Cash and cash equivalents, end of period (including restricted cash)$23,946 $21,383 $23,946 $21,383 
Less: cash and cash equivalents from discontinued operations, end of period (including restricted cash)$ $15,319 $ $15,319 
Cash and cash equivalents from continuing operations, end of period (including restricted cash)$23,946 $6,064 $23,946 $6,064 
4


WESTPORT FUEL SYSTEMS INC.
Condensed Consolidated Interim Statements of Cash Flows (unaudited)
(Expressed in thousands of United States dollars)
 Three months and six months ended June 30, 2026 and 2025

Supplementary informationThree Months Ended June 30,Six months ended June 30,
2026202520262025
Interest paid$45 $536 $111 $1,182 
Taxes paid, net of refunds31 1,050 87 1,406 
Changes in working capital:
Accounts receivable(393)(8,160)505 (8,324)
Inventories159 5,879 197 3,770 
Prepaid expenses498 600 524 920 
Accounts payable and accrued liabilities647 1,056 (675)(3,240)
Warranty liability12 92 43 5 
923 (533)594 (6,869)

See accompanying notes to condensed consolidated interim financial statements.


5

WESTPORT FUEL SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements (unaudited)

(Expressed in thousands of United States dollars, except share and per share amounts)
 Three months and six months ended June 30, 2026 and 2025
1. Company organization and operations:

Westport Fuel Systems Inc. (the “Company” or "Westport") was incorporated under the Business Corporations Act (Alberta) on March 20, 1995. Westport is a technology and innovation company connecting synergistic technologies to power a cleaner tomorrow. As a supplier of affordable, alternative fuel, low-emissions transportation technologies, Westport designs, manufactures, and supplies advanced components and systems that enable the transition from traditional fuels to alternative energy solutions. The Company's technologies support a wide range of alternative fuels - including natural gas, renewable natural gas, and hydrogen - enabling original equipment manufacturers ("OEMs") and commercial transportation industries to meet performance demands, regulatory requirements, and climate targets in a cost effective way.

2. Liquidity and going concern:

For the six months ended June 30, 2026, the Company reported loss from operations of $12,079. Cash used in operating activities from continuing operations was $7,901 for the six months ended June 30, 2026 and was primarily driven by operating losses and decreases in working capital. The Company continues to use cash to support its business activities and support the growth of Cespira. As at June 30, 2026, the Company had cash and cash equivalents of $23,946 and long-term debt borrowed from Export Development Canada ("EDC") of $972, net of deferred financing fees, of which all is current. On May 25, 2026, the Company amended its term loan agreement with EDC and reduced its cash covenant requirement to $3,000 from $15,000. If the Company's cash and cash equivalents fall below the minimum cash requirement, the Company may be required to repay the outstanding amount of the term loan.

On September 29, 2025, the Company filed a final short form base shelf prospectus (the "Shelf Prospectus") with the relevant Canadian securities regulatory authorities allowing the Company to offer up to USD $100,000 of common shares, preferred shares, subscription receipts, warrants, debt securities, or units, or any combination thereof during the 25-month period that the Shelf Prospectus will be effective.

On June 22, 2026, Westport entered into a securities purchase agreement with CVI Investments Inc. ("Selling Shareholder") and agreed to issue and sell to the selling shareholder an aggregate of: (i) 1,600,000 commons shares, (ii) pre-funded warrants to purchase up to 3,254,369 common shares (the "Pre-Funded Warrants"), and (iii) private placement warrants to purchase up to 4,854,369 common shares (the "Warrants"). The closing of the issuance and the sale of the shares, the Pre-Funded Warrants and the Warrants took place on June 23, 2026. Refer to note 12 for more details.


6

WESTPORT FUEL SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements (unaudited)

(Expressed in thousands of United States dollars, except share and per share amounts)
 Three months and six months ended June 30, 2026 and 2025
2. Liquidity and going concern (continued):

In connection with preparing consolidated financial statements for each annual and interim reporting period, the Company is required to evaluate whether there are conditions or events, considered in aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the consolidated financial statements are issued. Substantial doubt exists when conditions and events, considered in aggregate, indicate that it is probable a company will be unable to meet its obligations as they become due within one year after the date the consolidated financial statements are issued. This evaluation initially does not take into consideration the potential mitigating effect of management’s plans and actions that have not been fully implemented as of the date the consolidated financial statements are issued. When substantial doubt exists, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both: (1) it is probable the plans will be effectively implemented within one year after the date the consolidated financial statements are issued; and (2) it is probable the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the consolidated financial statements are issued.

Based on the Company's projected capital expenditures, debt servicing obligations and operating requirements under its current business plan, management is projecting that its existing cash and cash equivalents will not be sufficient to fund its operations through the next twelve months from the date of the issuance of these condensed consolidated interim financial statements ("interim financial statements"). These conditions raise substantial doubt about the Company's ability to continue as a going concern within one year after the date these interim financial statements are issued.

Although the Company was able to raise equity financing during the quarter ended June 30, 2026, Management continues to evaluate different options to improve Westport's liquidity position, including raising additional funds from the public markets, borrowing debt or other financing alternatives. These plans are not final and are subject to market and other conditions not in the Company's control. As such, there can be no assurances that Westport will be successful in obtaining sufficient funding. Accordingly, the Company concluded under the accounting standards that these plans do not alleviate the substantial doubt about Westport's ability to continue as a going concern.

These interim financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The interim financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that may be necessary if the Company were unable to continue as a going concern.

3. Basis of preparation:

(a)    Basis of presentation:

The interim financial statements have been prepared by the Company and do not include all of the information and disclosures required by accounting principles generally accepted in the United States ("GAAP"). In the opinion of management, all normal recurring accruals and adjustments considered necessary for a fair presentation have been included. The results for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. The interim financial statements should be read in conjunction with the audited consolidated financial statements and notes to the consolidated financial statements for the year ended December 31, 2025.


7

WESTPORT FUEL SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements (unaudited)

(Expressed in thousands of United States dollars, except share and per share amounts)
 Three months and six months ended June 30, 2026 and 2025
3. Basis of preparation (continued):

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the interim financial statements and accompanying notes. Actual results could differ from those estimates. Certain prior period figures have been adjusted to conform to current period presentation in the interim financial statements.

(b)    Foreign currency translation:

The Company’s functional currency is the Canadian dollar and its reporting currency for its interim financial statement presentation is the United States dollar ("U.S. Dollar"). The functional currencies for the Company's significant subsidiaries include the following: U.S. Dollar, Canadian dollar, Euro, and Chinese Renminbi (“RMB”). The Company translates assets and liabilities of non-U.S. dollar functional currency operations using the period end exchange rates, shareholders’ equity balances using the weighted average of historical exchange rates, and revenues and expenses using the monthly average rate for the period with the resulting exchange differences recognized in other comprehensive income (loss). 

Transactions that are denominated in currencies other than the functional currencies of the Company’s or its subsidiaries' operations are translated at the rates in effect on the date of the transaction. Foreign currency denominated monetary assets and liabilities are translated to the applicable functional currency at the exchange rates in effect on the balance sheet date. Non-monetary assets and liabilities are translated at the historical exchange rate. All foreign exchange gains and losses are recognized in the condensed consolidated interim statements of operations, except for the translation gains and losses arising from available-for-sale instruments, which are recorded through other comprehensive income (loss) until realized through disposal or impairment.

Except as otherwise noted, all amounts in these interim financial statements are presented in thousands of U.S. dollars. For the periods presented, the Company used the following exchange rates:
Period endedAverage for the three months endedAverage for the six months ended
June 30, 2026December 31, 2025June 30, 2026June 30, 2025June 30, 2026June 30, 2025
Canadian Dollar1.42 1.37 1.38 1.38 1.38 1.41 
Euro0.88 0.85 0.86 0.88 0.86 0.91 
RMB6.79 6.99 6.80 7.23 6.86 7.25 


8

WESTPORT FUEL SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements (unaudited)

(Expressed in thousands of United States dollars, except share and per share amounts)
 Three months and six months ended June 30, 2026 and 2025
3. Basis of preparation (continued):

(c) Warrant liabilities:

The Company's warrant liabilities consist of Pre-Funded Warrants and Common Warrants issued in connection with the June 2026 financing transaction. The warrants are classified as financial liabilities because they do not qualify for the equity classification under ASC 815-40, Contracts in Entity's Own Equity and therefore are required to be accounted for as liabilities. The warrants are initially recognized at fair value and subsequently remeasured at fair value at each reporting date, with changes in fair value recognized in earnings.

i.The fair value of the Pre-Funded Warrant liability is based on the market price of the Company's common shares. Because the exercise price of the Pre-Funded Warrants is nominal ($0.00001 per warrant), the fair value of the Pre-Funded Warrants approximates the market value of the underlying common shares.

ii.     The fair value of the Common Warrant liability is determined using the Black-Scholes-Merton option pricing model. The valuation incorporates market-based inputs, including the Company's share price, exercise price, expected share price volatility, expected term, risk-free interest rate and expected dividend yield. The determination of fair value requires management to apply judgment in selecting the appropriate assumptions and valuation methodology.

As at June 30, 2026, the key assumptions used in the valuation of the warrant liabilities included a share price of $2.26, expected volatility of 55.0%, a remaining term of approximately 1.98 years years, a risk-free interest rate of 4.31%, and an expected dividend yield of nil. The determination of fair value is sensitive to changes in these assumptions. As a result, the fair value of the warrant liabilities and the amount of gains or losses recognized in earnings may vary from period to period due to changes in the Company's share price, expected volatility, risk-free interest rates, remaining term and other valuation inputs.

4. New accounting pronouncements

Upcoming accounting standards not yet adopted:
In November 2024, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses." It requires entities to disclose, in the notes to the financial statements, specified information related to certain costs and expenses disaggregated by type. The standard improves transparency by providing more detailed information about the component of costs and expenses that would enable users to better understand the major components of an entity's income statement by referencing disclosures in the notes to financial statements. This guidance is effective for annual reporting periods beginning after December 15, 2027. While this guidance may have an impact on the disclosures, the Company does not expect this guidance to have a material impact on its financial position, operations, and cash flows.
9

WESTPORT FUEL SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements (unaudited)

(Expressed in thousands of United States dollars, except share and per share amounts)
 Three months and six months ended June 30, 2026 and 2025
5. Discontinued operations:

On July 29, 2025, the Company sold its Light-Duty segment to a wholly-owned investment vehicle of Heliaca Investments ("Purchaser"), a Netherlands based investment firm supported by Ramphastos Investments Management B.V. for consideration of $59,975 (€51,424). Purchase price adjustments may impact the final proceeds received from the Purchaser pending satisfaction of certain general representations and warranties provided by the Company that are customary in nature. There was no activity related to the discontinued operations in the three and six months ended June 30, 2026 nor were there purchase price adjustments affecting the loss on disposal recorded in the prior year.

Further, up to $3,790 (€3,250) in potential earnouts will be payable to the Company if certain conditions are achieved in accordance with the terms and conditions of the sale and purchase agreement.

Revenue and expenses of the discontinued operation were as follows:
Three Months Ended June 30,Six Months Ended June 30,
20252025
Revenue$76,372 $140,004 
Cost of revenue61,219 111,160 
Gross profit15,153 28,844 
Operating expenses:
Research and development2,979 5,738 
General and administrative3,756 7,481 
Sales and marketing2,854 5,169 
Foreign exchange loss1,862 2,609 
Depreciation and amortization646 1,279 
12,097 22,276 
Income from discontinued operations3,056 6,568 
Income from investment accounted for by the equity method387 472 
Loss on disposal of operations(30,183)(30,183)
Impairment of long-lived assets(664)(664)
Interest on long-term debt(391)(875)
Interest and other income, net of bank charges133 353 
Loss from discontinued operations before income tax(27,662)(24,329)
Income tax expense1,629 2,118 
Net loss from discontinued operations$(29,291)$(26,447)

10

WESTPORT FUEL SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements (unaudited)

(Expressed in thousands of United States dollars, except share and per share amounts)
 Three months and six months ended June 30, 2026 and 2025
6. Accounts receivable:
June 30, 2026December 31, 2025
Customer trade receivables$3,175 $2,675 
Holdback receivable2,069 5,811 
Other receivables1,085 2,032 
Due from related parties (note 14)289 274 
Allowance for expected credit losses(472)(615)
$6,146 $10,177 
The Company originally had $9,391 (€8,000) of proceeds held in escrow, which are included in holdback receivable. During the six months ended June 30, 2026 the Company collected in full the first tranche of holdback receivables of $6,493 (€5,500) and recognized a gain in other income of $649. The remaining proceeds held in escrow will be released to the Company in tranches by early and mid-year 2027. Purchase price adjustments may impact the final proceeds received from the Purchaser pending satisfaction of certain general representations and warranties provided by the Company that are customary in nature.

7. Inventories:
June 30, 2026December 31, 2025
Purchased parts$1,872 $2,034 
Work-in-process271 199 
Finished goods602 804 
$2,745 $3,037 
During the three and six months ended June 30, 2026, the Company recorded inventory write-downs to net realizable value of approximately $54 and $54, respectively (three and six months ended June 30, 2025 - $140 and $110, respectively).

8. Long-term investments:
June 30, 2026December 31, 2025
Cespira Canada LP$16,993 $19,385 
Cespira Sweden AB27,035 23,329 
$44,028 $42,714 
During the three and six months ended June 30, 2026, the Company recognized its share of Cespira's losses of $1,283 and $2,664, respectively as a loss from investment accounted for by the equity method (three and six months ended June 30, 2025 - $3,686 and $7,570).
During the three and six months ended June 30, 2026, the Company contributed additional capital of $3,512 and $6,364, respectively, into Cespira (three and six months ended June 30, 2025 - $4,185 and $8,871, respectively).




11

WESTPORT FUEL SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements (unaudited)

(Expressed in thousands of United States dollars, except share and per share amounts)
 Three months and six months ended June 30, 2026 and 2025
8. Long-term investments (continued):
The carrying amount and maximum exposure to losses relating to Cespira were as follows:
June 30, 2026
Carrying amountMaximum exposure to loss
Equity method investment in Cespira$44,028 $44,028 
Accounts receivable due from Cespira289 289 

Combined assets, liabilities, revenue and expenses of Cespira, are as follows:
June 30,December 31,
20262025
Current assets:
Cash and cash equivalents$16,164 $14,869 
Accounts receivable18,840 18,718 
Inventories9,026 11,566 
Prepaid expenses849 1,157 
44,879 46,310 
Property, plant and equipment and right-of-use assets45,459 46,352 
Intangible assets and goodwill7,000 7,516 
Other long-term assets$16,626 $17,139 
Total assets$113,964 $117,317 
Current liabilities:
Accounts payable$16,670 $20,810 
Current portion of provisions2,034 2,519 
Other current liabilities5,481 6,266 
24,185 29,595 
Long-term portion of provisions2,342 1,618 
Onerous contract provisions1,230 2,890 
Total liabilities$27,757 $34,103 
Net assets$86,207 $83,214 


12

WESTPORT FUEL SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements (unaudited)

(Expressed in thousands of United States dollars, except share and per share amounts)
 Three months and six months ended June 30, 2026 and 2025
8. Long-term investments (continued):
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Product revenue$18,918 $8,344 $34,049 $18,450 
Aftermarket revenue5,517 2,647 9,878 5,719 
Service revenue2,636 1,029 5,393 4,650 
$27,071 $12,020 $49,320 $28,819 
Cost of revenue23,257 13,946 43,930 30,230 
Gross profit3,814 (1,926)5,390 (1,411)
Operating expenses:
Research and development1,182 1,888 2,662 4,890 
General and administrative2,969 2,692 5,232 5,419 
Sales and marketing621 322 882 618 
Foreign exchange (gain) loss263 (845)(449)(88)
Depreciation and amortization899 860 1,773 1,590 
5,934 4,917 10,100 12,429 
Loss from operations(2,120)(6,843)(4,710)(13,840)
Interest income, net of bank charges(73)25 (19)32 
Loss before income taxes(2,193)(6,818)(4,729)(13,808)
Income tax (recovery) expense182 (72)168 (64)
Net loss$(2,375)$(6,746)$(4,897)$(13,744)

9. Property, plant and equipment:

AccumulatedNet Book
June 30, 2026CostDepreciationValue
Computer equipment and software3,596 2,859 737 
Furniture and fixtures117 90 27 
Machinery and equipment13,371 9,445 3,926 
Leasehold improvements4,936 4,074 862 
$22,020 $16,468 $5,552 

AccumulatedNet Book
December 31, 2025CostDepreciationValue
Computer equipment and software3,598 2,855 743 
Furniture and fixtures119 90 29 
Machinery and equipment13,584 9,505 4,079 
Leasehold improvements4,864 4,110 754 
$22,165 $16,560 $5,605 


13

WESTPORT FUEL SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements (unaudited)

(Expressed in thousands of United States dollars, except share and per share amounts)
 Three months and six months ended June 30, 2026 and 2025
10. Accounts payable and accrued liabilities:
June 30, 2026December 31, 2025
Trade accounts payable$8,722 $11,147 
Accrued payroll3,047 2,704 
Taxes payable3,974 3,533 
Deferred revenue204 471 
Due to related parties (note 14)469 78 
$16,416 $17,933 
11. Long-term debt:
Term loan facilityMaturity dateInterest rateJune 30, 2026December 31, 2025
EDCSeptember 15, 2026
U.S. Prime Rate plus 2.01%
$972 $2,924 
   Current portion972 2,924 
Term loan facilities, net of debt issuance costs$972 $2,924 

On December 13, 2021, the credit facility and non-revolving term facility with EDC were refinanced into one $20,000 term loan, with quarterly principal and interest payments. On May 31, 2024, the Company amended the loan agreement with EDC to permit the asset transfer of certain property, plant, and equipment previously pledged to the loan into Cespira, removal of Fuel System Solutions Inc. as a borrower, added Westport Fuel Systems Canada Inc. as a borrower and modified the securities pledged to the loan. The loan is secured by share pledges in the Company's equity interest in Cespira. Throughout the term of certain of these financing arrangements, the Company is required to meet certain financial and non-financial covenants. In May 2026, the Company entered into an amendment agreement with EDC that reduced the minimum consolidated cash balance covenant requirement from $15.0 million to $3.0 million. As at June 30, 2026, the Company is in compliance with all covenants under the financing arrangements.
14

WESTPORT FUEL SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements (unaudited)

(Expressed in thousands of United States dollars, except share and per share amounts)
 Three months and six months ended June 30, 2026 and 2025
12. Warrant liabilities:

On June 23, 2026, the Company completed a private placement pursuant to a Securities Purchase Agreement, issuing 1,600,000 common shares, 3,254,369 Pre-Funded Warrants and 4,854,369 Common Warrants for aggregate gross proceeds of approximately $10,000.

The Pre-Funded Warrants are exercisable for up to 3,254,369 common shares at an exercise price of $0.00001 per share and remain exercisable until exercised in full. The Pre-Funded Warrants were classified as liabilities and recorded at fair value on the issuance date due to the US dollar denominated exercise price relative to the Company's Canadian dollar functional currency. The initial fair value of Pre-Funded Warrants was $6,639 at issuance.

The Common Warrants are exercisable for up to 4,854,369 common shares at an exercise price of $2.06 per share and expire two years from the initial exercise date. The Common Warrants contain certain provisions that may, under specified circumstances, require settlement based on the Black-Scholes value of the warrants in cash. The Common Warrants have a US dollar denominated exercise price relative to the Company's Canadian dollar functional currency. The Common Warrants were classified as a liabilities and recorded at fair value on the issuance date. The initial fair value of the Common Warrants was $3,220 at issuance.

During the quarter ended June 30, 2026, the Company recorded a change in the fair value of warrant liabilities of $1,496 in the condensed consolidated statement of operations. At the end of June 30, 2026, the fair value of warrant liabilities was $11,337.

The fair value of the Pre-Funded Warrant liability approximates the market value of the underlying common shares due to its nominal exercise price.

The fair value of the Common Warrants, at the date of issuance on June 23, 2026 and reporting date on June 30, 2026, using the Black-Scholes-Merton ("BSM") option pricing model and the following assumptions:

June 23, 2026June 30, 2026
Expected volatility54.0%55.0%
Share price$2.04$2.26
Risk-free interest rate (%)4.38%4.31%
Expected life (years)2.0 years1.98 years
Dividend yield (%)nilnil

The following table presents the changes in the warrant liability during the period:

June 30, 2026
Pre-Funded WarrantsCommon WarrantsTotal
Initial balance$6,639 $3,220 $9,859 
Change in fair value of warrant liability725 771 1,496 
Foreign currency remeasurement(9)(9)(18)
Ending balance$7,355 $3,982 $11,337 
15

WESTPORT FUEL SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements (unaudited)

(Expressed in thousands of United States dollars, except share and per share amounts)
 Three months and six months ended June 30, 2026 and 2025
13. Share capital, stock options and other stock-based plans:

On June 23, 2026, the Company issued 1,600,000 common shares as part of the securities purchase agreement. The Company estimated the fair value of the common shares of $126 using the residual allocation approach. Under this approach, the fair value of the Pre-Funded Warrant and Common Warrant liabilities was first determined and recognized at fair value, with the remaining proceeds allocated to the common shares based on their residual fair value.

During the three and six months ended June 30, 2026, the Company issued nil and 20,521 common shares, respectively, net of cancellations, upon exercises of share units (three and six months ended June 30, 2025 – 24,273 and 68,071 common shares, respectively). The Company issues shares from treasury to satisfy share unit exercises.

(a)    Share Units (“Units”):

The value assigned to issued Units and the amounts accrued are recorded as other equity instruments. As Units are exercised or vest and the underlying shares are issued from treasury of the Company, the value is reclassified to share capital.
 
During the three and six months ended June 30, 2026, the Company recognized $276 and $444, respectively, (three and six months ended June 30, 2025 - $451 and $736) of stock-based compensation associated with the Westport Omnibus Plan. The Westport Omnibus Plan aims to advance the Company's interests by encouraging employees, consultants and non-employee directors to receive equity-based compensation and incentives. The plan outlines the stock-based options types, eligibility and vesting terms.

A continuity of the Units issued under the Westport Omnibus Plan are as follows:
Six months ended June 30, 2026Six months ended June 30, 2025
Number of
Units
Weighted
average
grant
date fair
value
(CDN $)
Number of
Units
Weighted
average
grant
date fair
value
(CDN $)
Outstanding, beginning of period713,061 $11.75 524,322 $11.75 
Granted130,000 2.02 137,151 3.99 
Exercised(20,521)17.80 (68,071)17.48 
Forfeited/expired(134,706)8.55 (117,296)11.36 
Outstanding, end of period687,834 $5.20 476,106 $8.78 
Units outstanding and exercisable, end of period491 $31.07 491 $31.07 

During the six months ended June 30, 2026, 130,000 share units were granted to certain employees (six months ended June 30, 2025 - 137,151).

Values of PSUs are determined using the Monte–Carlo Simulation Model. RSUs typically vest over a three-year period so the actual value received by the individual depends on the share price on the day such RSUs are settled for common shares, not the date of grant. Vesting of DSUs shall occur immediately prior to the resignation, retirement or termination of directorship, in accordance with the terms of Westport's Omnibus Plan.

16

WESTPORT FUEL SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements (unaudited)

(Expressed in thousands of United States dollars, except share and per share amounts)
 Three months and six months ended June 30, 2026 and 2025
13. Share capital, stock options and other stock-based plans (continued):

As at June 30, 2026, $595 of compensation expense related to Units awarded has yet to be recognized in results from operations and will be recognized ratably over 1.5 years.

(b)    Aggregate intrinsic values:

The aggregate intrinsic value of the Company’s share units at June 30, 2026 as follows:
June 30, 2026
(CDN $)
Share units:
Outstanding$2,179 
Exercisable15 
Exercised65 

(c)    Stock-based compensation:

Stock-based compensation associated with the Unit plans is included in operating expenses as follows:
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Research and development5 15 13 28 
General and administrative271 433 431 680 
Sales and marketing 3  28 
$276 $451 $444 $736 

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Stock-based compensation - equity or cash settled110 181 196 393 
Stock-based compensation - cash settled only166 270 248 343 
$276 $451 $444 $736 

Units outstanding settled in cash only are remeasured at each reporting period based on the Company's closing share price. The outstanding liability is reported within accrued payroll in note 10.


17

WESTPORT FUEL SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements (unaudited)

(Expressed in thousands of United States dollars, except share and per share amounts)
 Three months and six months ended June 30, 2026 and 2025
14. Related party transactions:

The Company's related parties are Cespira, directors, officers and shareholders that own more than 10% of the Company's shares.

The Company engages in transactions with Cespira primarily through cross charges, the provision of services and in the prior year, the sale of inventory under a transitional services agreement that ended on June 30, 2025.

Related party transactions with CespiraThree Months Ended June 30,Six months ended June 30,
2026202520262025
Sales of goods, services, and other income$6 $9,721 $12 $15,280 
Inventory purchased, services and other expenses404 1,288 434 1,898 
Related party balances with CespiraJune 30, 2026December 31, 2025
Receivables (note 6)$289 $274 
Payables (note 10)$469 $78 
15. Commitments and contingencies:

(a)    Contractual commitments

The Company is a party to a variety of agreements in the ordinary course of business under which it is obligated to indemnify a third party with respect to certain matters. Typically, these obligations arise as a result of contracts for sale of the Company’s product to customers where the Company provides indemnification against losses arising from matters such as product liabilities. The potential impact on the Company’s financial results is not subject to reasonable estimation because considerable uncertainty exists as to whether claims will be made and the final outcome of potential claims. To date, the Company has not incurred significant costs related to these types of indemnifications.

(b)     Contingencies

The Company is engaged in certain legal actions and tax audits in the ordinary course of business and believes that, based on the information currently available, the ultimate outcome of these actions will not have a material adverse effect on our operating results, liquidity or financial position.

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WESTPORT FUEL SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements (unaudited)

(Expressed in thousands of United States dollars, except share and per share amounts)
 Three months and six months ended June 30, 2026 and 2025
16. Segment information:

The Company discloses segment information under two reportable segments, consistent with the manner in which its Chief Operating Decision Maker ("CODM") evaluates its businesses. The Company's CODM is its Chief Executive Officer. These segments are the strategic pillars of the Company and are managed separately as each represents a specific grouping of related automotive components and systems. The reportable segments are further described below. In the prior years, the Company presented its results under three reportable segments: High-Pressure Controls, Heavy-Duty OEM, and Cespira.

On June 30, 2025, the Company ended its transitional service agreement with Cespira providing inventory manufacturing services previously reported under Heavy-Duty OEM in 2025. On July 29, 2025, the Company sold its Light-Duty segment to the Purchaser (note 5). The Company now reports its results in the following two reportable segments: High-Pressure Controls and Cespira.

High-Pressure Controls: This segment's products include fuel cell and hydrogen fuel system solutions and components.

Heavy-Duty OEM: Prior to June 3, 2024, this segment's products include HPDI related fuel system solutions and components. Subsequently, this segment's operations were related to the transitional services agreement between Company and Cespira for inventory and contract manufacturing. The transitional service agreement for these services ended June 30, 2025 when Cespira completed their independent set up for inventory manufacturing.

Cespira: This segment's products include HPDI related fuel system solutions and components after June 3, 2024.

Segment earnings or losses before income taxes, interest, depreciation, and amortization ("Segment EBITDA") is the measure of segment profitability used by the Company. The accounting policies of our reportable segments are the same as those applied in our consolidated financial statements. Management prepared the financial results of the Company's reportable segments on basis that is consistent with the manner in which Management internally disaggregates financial information to assist in making internal operating decisions. Certain common costs and expenses were allocated among segments and presented differently than the Company would for stand-alone financial information prepared in accordance with GAAP. These include certain costs and expenses of shared services, such as IT, human resources, legal, finance and supply chain management. Segment EBITDA is not defined under US GAAP and may not be comparable to similarly titled measures used by other companies and should not be considered a substitute for net earnings or other results reported in accordance with GAAP.

The Company's CODM uses segment EBITDA disclosed below to evaluate the performance of its reportable segments. The Company believes Segment EBITDA is most reflective of the operational profitability or loss of its reportable segments. The CODM uses this information to drive decisions and resource allocations. Segment EBITDA is used as the key profitability measure when we set our annual budget.
19

WESTPORT FUEL SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements (unaudited)

(Expressed in thousands of United States dollars, except share and per share amounts)
 Three months and six months ended June 30, 2026 and 2025
16. Segment information (continued):
Financial information by reportable segment as follows:
Three months ended June 30, 2026
High-Pressure ControlsCespiraTotal Segment
Revenue$2,717 $27,071 $29,788 
Cost of revenue2,584 23,257 25,841 
Gross profit133 3,814 3,947 
Operating expenses:
Research and development790 1,182 1,972 
General and administrative561 2,969 3,530 
Sales and marketing131 621 752 
Depreciation and amortization11 899 910 
1,493 5,671 7,164 
Add back: Depreciation and amortization1
221 986 1,207 
Segment EBITDA$(1,139)$(871)$(2,010)

Three months ended June 30, 2025
High-Pressure ControlsHeavy-Duty OEMCespiraTotal Segment
Revenue$2,896 $9,602 $12,020 $24,518 
Cost of revenue2,791 8,865 13,946 25,602 
Gross profit105 737 (1,926)(1,084)
Operating expenses:
Research and development1,552 22 1,888 3,462 
General and administrative386 34 2,692 3,112 
Sales and marketing23 3 322 348 
Depreciation and amortization59  860 919 
2,020 59 5,762 7,841 
Add back: Depreciation and amortization1
172  772 944 
Segment EBITDA$(1,743)$678 $(6,916)$(7,981)
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WESTPORT FUEL SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements (unaudited)

(Expressed in thousands of United States dollars, except share and per share amounts)
 Three months and six months ended June 30, 2026 and 2025
16. Segment information (continued):
Six months ended June 30, 2026
High-Pressure ControlsCespiraTotal Segment
Revenue$5,002 $49,320 $54,322 
Cost of revenue4,353 43,930 48,283 
Gross profit649 5,390 6,039 
Operating expenses:
Research and development1,738 2,662 4,400 
General and administrative1,112 5,232 6,344 
Sales and marketing226 882 1,108 
Depreciation and amortization96 1,773 1,869 
3,172 10,549 13,721 
Add back: Depreciation and amortization1
408 1,935 2,343 
Segment EBITDA$(2,115)$(3,224)$(5,339)

Six months ended June 30, 2025
High-Pressure ControlsHeavy-Duty OEMCespiraTotal Segment
Revenue$4,786 $15,035 $28,819 $48,640 
Cost of revenue4,168 13,276 30,230 47,674 
Gross profit618 1,759 (1,411)966 
Operating expenses:
Research and development2,734 133 4,890 7,757 
General and administrative705 99 5,419 6,223 
Sales and marketing150 23 618 791 
Depreciation and amortization115  1,590 1,705 
3,704 255 12,517 16,476 
Add back: Depreciation and amortization1298  2,392 2,690 
Segment EBITDA$(2,788)$1,504 $(11,536)$(12,820)
21

WESTPORT FUEL SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements (unaudited)

(Expressed in thousands of United States dollars, except share and per share amounts)
 Three months and six months ended June 30, 2026 and 2025
16. Segment information (continued):
Reconciliations of reportable segment financial information to consolidated statement of operations:
Three months ended June 30, 2026
Total SegmentLess: CespiraAdd: Corporate & unallocatedTotal Consolidated
Revenue$29,788 $27,071 $ $2,717 
Cost of revenue25,841 23,257  2,584 
Gross profit3,947 3,814  133 
Operating expenses:
Research and development1,972 1,182 421 1,211 
General and administrative3,530 2,969 3,613 4,174 
Sales and marketing752 621 93 224 
Depreciation and amortization910 899 34 45 
7,164 5,671 4,161 5,654 
Equity loss  (1,283)(1,283)
Three months ended June 30, 2025
Total SegmentLess: CespiraAdd: Corporate & unallocatedTotal Consolidated
Revenue$24,518 $12,020 $ $12,498 
Cost of revenue25,602 13,946  11,656 
Gross profit(1,084)(1,926) 842 
Operating expenses:
Research and development3,462 1,888  1,574 
General and administrative3,112 2,692 3,686 4,106 
Sales and marketing348 322 264 290 
Depreciation and amortization919 860 47 106 
7,841 5,762 3,997 6,076 
Equity loss  (3,686)(3,686)
Six months ended June 30, 2026
Total SegmentLess: CespiraAdd: Corporate & unallocatedTotal Consolidated
Revenue$54,322 $49,320 $ $5,002 
Cost of revenue48,283 43,930  4,353 
Gross profit6,039 5,390  649 
Operating expenses:
Research and development4,400 2,662 696 2,434 
General and administrative6,344 5,232 5,896 7,008 
Sales and marketing1,108 882 205 431 
Depreciation and amortization1,869 1,773 59 155 
13,721 10,549 6,856 10,028 
Equity loss (2,664)(2,664)

22

WESTPORT FUEL SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements (unaudited)

(Expressed in thousands of United States dollars, except share and per share amounts)
 Three months and six months ended June 30, 2026 and 2025
16. Segment information (continued):

Six months ended June 30, 2025
Total SegmentLess: CespiraAdd: Corporate & unallocatedTotal Consolidated
Revenue$48,640 $28,819 $ $19,821 
Cost of revenue47,674 30,230  17,444 
Gross profit966 (1,411) 2,377 
Operating expenses:
Research and development7,757 4,890  2,867 
General and administrative6,223 5,419 5,974 6,778 
Sales and marketing791 618 560 733 
Depreciation and amortization1,705 1,590 99 214 
16,476 12,517 6,633 10,592 
Equity loss (7,570)(7,570)
Reconciliation of Segment EBITDA to Loss before income taxesThree months ended June 30,Six months ended June 30,
2026202520262025
Total Segment EBITDA$(2,010)$(7,981)$(5,339)$(12,820)
Adjustments:
Depreciation and amortization1
255 219 467 397 
Cespira's Segment EBITDA(871)(6,916)(3,224)(11,536)
Loss on investments accounted for under the equity method (note 8)1,283 3,686 2,664 7,570 
Corporate and unallocated operating expenses4,127 3,950 6,797 6,534 
Foreign exchange gain (loss)1,693 (4,224)2,700 (5,427)
Change in fair value of warrant liability1,496  1,496  
Financing transaction costs1,085  1,085  
Interest on long-term debt68 166 158 358 
Interest and other income, net of bank charges6 147 (736)(502)
Loss before income taxes in continuing operations$(11,152)$(5,009)$(16,746)$(10,214)
1Depreciation and amortization expenses used in computation for Segment EBITDA and reconciliation to consolidated loss before income taxes are included in cost of revenue and operating expenses on our statement of operations and comprehensive income (loss).

23

WESTPORT FUEL SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements (unaudited)

(Expressed in thousands of United States dollars, except share and per share amounts)
 Three months and six months ended June 30, 2026 and 2025
16. Segment information (continued):
Three months ended June 30,Six months ended June 30,
Total additions to long-lived assets, excluding business combinations2026202520262025
High-Pressure Controls48 821 480 1,379 
Corporate and unallocated 1  16 
Total consolidated$48 $822 $480 $1,395 
Cespira's total additions to long-lived assets, excluding business combinations for the three and six months ended June 30, 2026 was $1,515 and $2,543 (three and six months ended June 30, 2025 $322 and $1,571 ).

Revenues are attributable to geographical regions based on the location of the Company’s customers and are presented as a percentage of the Company's continuing revenues, as follows:
% of revenue
Three months ended June 30,Six months ended June 30,
2026202520262025
Asia34 %5 %45 %7 %
Americas50 %16 %41 %14 %
Europe16 %79 %14 %79 %
The measure of segment assets evaluated by the CODM are total assets as reported on the consolidated balance sheet. Total assets are allocated as follows:
Total assets by segment
June 30, 2026December 31, 2025
High-Pressure Controls18,237 17,392 
Corporate & unallocated66,770 76,617 
Total consolidated assets$85,007 $94,009 

17. Financial instruments:

Financial management risk

The Company has exposure to liquidity risk, credit risk, foreign currency risk and interest rate risk.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they are due. The Company has a history of operating losses and negative cash flows from operations. At June 30, 2026, the Company had $23,946 of cash and cash equivalents, including $359 in restricted cash.


24

WESTPORT FUEL SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements (unaudited)

(Expressed in thousands of United States dollars, except share and per share amounts)
 Three months and six months ended June 30, 2026 and 2025
17. Financial Instruments (continued):

The following are the contractual maturities of financial obligations as at June 30, 2026:
Carrying
amount
Contractual
cash flows
< 1 year1-3 years4-5 years
Accounts payable and accrued liabilities$16,416 $16,416 $16,416 $ $ 
Term loan facility (note 11)972 1,021 1,021   
Operating lease obligations1,573 1,814 244 930 640 
$18,961 $19,251 $17,681 $930 $640 

Fair value of financial instruments

As at June 30, 2026, cash and cash equivalents are measured at fair value on a recurring basis and are included in Level 1. The carrying amounts reported in the unaudited condensed consolidated interim balance sheets for accounts receivable, and accounts payable and accrued liabilities approximate their fair values due to the short-term period to maturity of these instruments. The long-term investments represent the Company's interests in Cespira and is accounted for using the equity method. The carrying values reported in the condensed consolidated interim balance sheets for obligations under operating leases, which are based upon discounted cash flows, approximate their fair values. The carrying value of the term loan facility included in long-term debt (note 11) is carried at amortized cost, which approximate its fair value as at June 30, 2026.

The Company has classified the Pre-Funded Warrants and Common Warrants as warrant liabilities (note 12). These warrant liabilities are measured at fair value on a recurring basis and are classified within Level 2 of the fair value hierarchy. The fair value of the Pre-Funded Warrant liability approximates the market value of the underlying common shares due to its nominal exercise price. The fair value of the Common Warrant liability is determined using the Black-Scholes-Merton option pricing model, which incorporates observable and market-corroborated inputs, including the Company's share price, expected volatility, expected term, risk-free interest rate and expected dividend yield. Changes in the fair value of the warrant liabilities are recognized in earnings in the period in which they occur.

The Company categorizes its fair value measurements for items measured at fair value on a recurring basis into three categories as follows:
Level 1 –Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 –Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 –Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
 
When available, the Company uses quoted market prices to determine fair value and classify such items in Level 1.  When necessary, Level 2 valuations are performed based on quoted market prices for similar instruments in active markets and/or model–derived valuations with inputs that are observable in active markets. Level 3 valuations are undertaken in the absence of reliable Level 1 or Level 2 information.
25