UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 4, 2025

L.B. Foster Company

(Exact name of registrant as specified in its charter)

Pennsylvania

000-10436

25-1324733

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

415 Holiday Drive, Suite 100,

15220

Pittsburgh,

Pennsylvania

(Zip Code)

(Address of principal executive offices)

(412) 928-3400

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, Par Value $0.01

FSTR

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

L.B. Foster Company (the “Company”) announced that, on September 4, 2025, Ms. Janet Lee informed the Board of Directors (the “Board”) that she intended to retire from the Board on that same date. In connection with that decision, on September 4, 2025 the Board approved the reduction of the size of the Board from eight (8) members to seven (7) members effective immediately. Ms. Lee’s decision does not involve any disagreement on any matter relating to the Company’s operations, policies, or practices, but rather is the result of her appointment as General Counsel of Synopsys, Inc., a publicly-traded multi-billion dollar silicon design, IP, simulation, and analysis solutions company, after the acquisition of Ms. Lee’s employer, ANSYS, Inc. by Synopsys on July 17, 2025, and the increased responsibilities and demands of that new position.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

See Exhibit Index below.

Exhibit Index


Exhibit Number			Description
*104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Exhibits marked with an asterisk are filed herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		L.B. FOSTER COMPANY
		(Registrant)

Date:	September 5, 2025	/s/ Patrick J. Guinee
		Patrick J. Guinee
		Executive Vice President,
		General Counsel, and Corporate Secretary

FOSTER L B CO 8-K