What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-05 compared with 2025-03-07 · 255 added, 471 removed, 769 unchanged (49% of the section changed)

8 unchanged sentences

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 7, 2025 expressed an adverse opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 5, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

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Revenue recognition – contract estimates

Description of the Matter As explained in Notes 1 and 3 to the consolidated financial statements, revenue is recognized when the Company satisfies its performance obligations under a contract.

Description of the Matter

As explained in Notes 1 and 3 to the consolidated financial statements, revenue is recognized when the Company satisfies its performance obligations under a contract.

The Company’s performance obligations under long-term agreements with its customers are generally satisfied over time.

6 unchanged sentences

Auditing these estimates requires auditor judgment because of the significant management judgment necessary to develop the estimated assumptions at completion due to the size and identified risks for each contract.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of relevant internal controls over the Company’s process relating to the determination of estimates for long-term projects.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of relevant internal controls over the Company’s process relating to the determination of estimates for long-term projects.

For example, we evaluated the design and tested the operating effectiveness of controls over management’s review of the current status of long-term projects, accumulation of costs incurred, costs remaining to complete and total contract value.

5 unchanged sentences

March 5, 2026

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FOSTER COMPANY AND SUBSIDIARIES

14 unchanged sentences

Deferred tax assets (Note 13)

Other assets 3,483 2,965

TOTAL ASSETS $ 334,550 $ 312,401

LIABILITIES AND STOCKHOLDERS’ EQUITY

3 unchanged sentences

Accrued payroll and employee benefits

Current portion of accrued settlement (Note 17) — 8,000

Current maturities of long-term debt (Note 9)

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Treasury stock - at cost, common stock, shares at December 31, 2025 and December 31, 2024, 980,369 and 542,347 , respectively (Note 10)

( 11,208 ) ( 6,494 )

Accumulated other comprehensive loss (Note 11)

4 unchanged sentences

The accompanying notes are an integral part of these Consolidated Financial Statements.

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FOSTER COMPANY AND SUBSIDIARIES

8 unchanged sentences

Total cost of sales

Gross profit 118,062 112,044

Selling and administrative expenses

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Interest expense - net

Other expense - net (Note 18) 1,076 2,635

Other (income) expense - net (Note 17)

Income before income taxes

Income tax benefit (Note 13) ( 28,398 ) ( 355 )

Net income 42,843 1,299

Income tax expense (benefit) (Note 13)

Net loss attributable to noncontrolling interest

6 unchanged sentences

The accompanying notes are an integral part of these Consolidated Financial Statements.

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FOSTER COMPANY AND SUBSIDIARIES

2 unchanged sentences

Year Ended December 31,

Net income $ 42,843 $ 1,299

Other comprehensive income (loss), net of tax:

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Unrealized loss on cash flow hedges, net of tax benefit of $ 99 and $ 203 , respectively

( 593 ) ( 704 )

Pension and post-retirement benefit plans benefit, net of tax benefit $ 0

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Foster Company

* Reclassifications out of Accumulated other comprehensive loss for pension obligations are reflected in Selling and administrative expense and pension settlement costs are reflected in Other expense - net .

The accompanying notes are an integral part of these Consolidated Financial Statements.

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FOSTER COMPANY AND SUBSIDIARIES

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CASH FLOWS FROM OPERATING ACTIVITIES:

Net income $ 42,843 $ 1,299

Adjustments to reconcile net income to cash provided by operating activities:

Deferred income taxes

Depreciation 9,452 9,949

Amortization 4,628 5,314

Equity loss (income) in nonconsolidated investment 14 ( 51 )

Inventory and fixed asset impairments

Equity (income) loss in nonconsolidated investment

Gain on sales and disposals of property, plant, and equipment

Stock-based compensation

Loss on asset divestitures — 3,074

Change in operating assets and liabilities:

1 unchanged sentence

Contract assets

Inventories 2,376 ( 6,604 )

Other current assets

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Acquisitions, net of cash acquired

Proceeds from asset divestitures — 7,706

Net cash (used in) provided by investing activities ( 6,312 ) 2,486

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

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Proceeds from debt

Debt issuance costs

Treasury stock acquisitions

Consideration received from noncontrolling interest — 589

Deferred payment for Skratch acquisition

Net cash used in financing activities

Effect of exchange rate changes on cash and cash equivalents

Net decrease in cash and cash equivalents ( 106 ) ( 322 )

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of period

2 unchanged sentences

Net interest paid

Net income taxes paid (received) $ 1,628 $ ( 221 )

Net income taxes paid

The accompanying notes are an integral part of these Consolidated Financial Statements.

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FOSTER COMPANY AND SUBSIDIARIES

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(In thousands, except share data)

Stock Paid-in

Capital Retained

Earnings Treasury

Stock Accumulated

Other Comprehensive

Loss Noncontrolling

Interest Total

Noncontrolling

Balance, December 31, 2023

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Purchase of 300,302 common shares for treasury

— — — ( 2,310 ) — — ( 2,310 )

Issuance of 139,799 common shares, net of shares withheld for taxes

— ( 2,371 ) — 2,056 — — ( 315 )

Stock-based compensation

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Other comprehensive income (loss), net of tax:

Pension liability adjustment — — — — 1,014 — 1,014

Pension asset adjustment

Foreign currency translation adjustment

1 unchanged sentence

Purchase of 582,389 common shares for treasury

— — — ( 6,808 ) — — ( 6,808 )

Issuance of 144,367 common shares, net of shares withheld for taxes

— ( 3,523 ) — 2,094 — — ( 1,429 )

Stock-based compensation

Investment of noncontrolling interest — 128 — — — — 128

Balance, December 31, 2025

The accompanying notes are an integral part of these Consolidated Financial Statements.

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FOSTER COMPANY AND SUBSIDIARIES

13 unchanged sentences

The Rail segment is comprised of several manufacturing and distribution businesses that provide a variety of products and services for freight and passenger railroads and industrial companies throughout the world.

The Infrastructure segment is composed of nine operating facilities across the US providing engineered precast concrete solutions, as well as fabricated bridge, protective pipe coating, and pipe threading offerings across North America.

On November 17, 2023, the Company acquired the operating assets of Cougar Mountain Precast, LLC (“Cougar”), located in Caldwell, Idaho, which is a licensed manufacturer of Redi-Rock and natural concrete products for $ 1,644 .

Cougar has been included in the Precast Concrete Products business unit within the Infrastructure segment.

On August 30, 2023, the Company announced the discontinuation of its Bridge Products grid deck product line and expects to complete any remaining customer obligations in 2025.

The Infrastructure segment is composed of ten operating facilities across the US providing engineered precast concrete solutions, as well as fabricated bridge, protective pipe coating, and pipe threading offerings across North America.

On August 30, 2023, the Company announced the discontinuation of its Bridge Products grid deck product line and completed its remaining customer obligations in 2025.

The grid deck product line is reported in the Bridge Products division within the Infrastructure segment.

On June 30, 2023, the Company sold substantially all the operating assets of the prestressed concrete railroad tie business operated by its wholly-owned subsidiary, CXT Incorporated (“Ties”), located in Spokane, WA, for $ 2,362 in proceeds.

The Ties business was reported in the Rail Products business unit within the Rail segment.

On March 30, 2023, the Company sold substantially all the operating assets of its Precision Measurement Products and Systems business, Chemtec Energy Services LLC (“Chemtec”), for $ 5,344 in proceeds.

The Chemtec business was reported in the Coatings and Measurement division within the Infrastructure segment.

During 2025, the Company announced the discontinuation of the Automation and Materials Handling (“AMH”) product line and substantially completed its remaining customer obligations in 2025.

AMH was reported in the Technology Services and Solutions business unit within the Rail segment.

Use of estimates

The preparation of financial statements in conformity with US generally accepted accounting principles (“US GAAP”) requires management to make estimates, judgements, and assumptions that affect the amounts reported in the financial statements and accompanying notes.

The preparation of financial statements in conformity with US generally accepted accounting principles (“US GAAP”) requires management to make estimates, judgments, and assumptions that affect the amounts reported in the financial statements and accompanying notes.

Actual results could differ from those estimates and changes in these estimates are recorded when known.

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Credit terms are consistent with industry standards and practices.

Allowance for credit losses

The Company established the allowance for credit losses by calculating the amount to reserve based on the age of a given trade receivable and considering historical collection patterns, bad debt expense experience, expected future trends of collections, current and expected market conditions, and any other relevant subjective adjustments as needed.

Management maintains high-quality credit review practices and positive customer relationships that we believe mitigates credit risks.

The Company’s reserves are regularly reviewed and revised as necessary.

Reserves for uncollectible accounts are recorded as part of “Selling and administrative expenses” in the Consolidated Statements of Operations.

The Company has also established policies regarding allowance for credit losses associated with contract assets, which includes standalone reserve assessments for its long-term, complex contracts, as needed, as well as detailed regular review and updates to contract margins, progress, and value.

A standard reserve threshold is applied to contract assets related to short-term, less complex

Management also regularly reviews collection patterns and future expected collections and makes necessary revisions to allowance for credit losses related to contract assets.

Inventory is valued at the lower of average cost or net realizable value.

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Property, plant, and equipment

Depreciation and amortization are provided on a straight-line basis over the estimated useful lives of 10 to 40 years for buildings and 2 to 50 years for machinery and equipment.

Depreciation and amortization are recorded on a straight-line basis over the estimated useful lives of 10 to 40 years for buildings and 2 to 50 years for machinery and equipment.

Leasehold improvements are amortized over 3 to 19 years, which represent the lives of the respective leases or the lives of the improvements, whichever is shorter.

Depreciation expense is recorded within “Cost of goods sold,” “Cost of services sold,” and “Selling and administrative expenses” on the Consolidated Statements of Operations

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based upon the particular asset’s use.

Depreciation expense is recorded within “Cost of goods sold,” “Cost of services sold,” and “Selling and administrative expenses” on the Consolidated Statements of Operations based upon the particular asset’s use.

The Company reviews a long-lived asset for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

The Company recognizes an impairment loss if the carrying amount of a long-lived asset is not recoverable and exceeds its fair value.

There were no material property, plant, and equipment impairments recorded for the years ended December 31, 2024 and 2023.

Maintenance, repairs, and minor renewals are charged to operations as incurred.

1 unchanged sentence

Upon the sale or other disposition of assets, the costs and related accumulated depreciation and amortization are removed from the accounts and the resulting gain or loss, if any, is reflected in “Cost of goods sold,” “Cost of services sold,” and “Selling and administrative expenses” on the Consolidated Statements of Operations based upon the particular asset’s use.

Allowance for credit losses

Management maintains high-quality credit review practices and positive customer relationships that we believe mitigates credit risks.

The Company’s reserves are regularly reviewed and revised as necessary.

Reserves for uncollectible accounts are recorded as part of “Selling and administrative expenses” in the Consolidated Statements of Operations.

The Company has also established policies regarding allowance for credit losses associated with contract assets, which includes standalone reserve assessments for its long-term, complex contracts as needed as well as detailed regular review and updates to contract margins, progress, and value.

A standard reserve threshold is applied to contract assets related to short-term, less complex contracts.

Management also regularly reviews collection patterns and future expected collections and makes necessary revisions to allowance for credit losses related to contract assets.

Goodwill and other intangible assets

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If the carrying amount of the reporting unit exceeds its fair value, an impairment loss equal to the excess amount up to the goodwill balance is recorded as a component of operations.

The Company's quantitative analysis considers and evaluates each of the three traditional approaches to value:

the income approach, the market approach, and the asset approach.

The Company uses a combination of a discounted cash flow method and a market approach to determine the fair values of the reporting units.

The Company's quantitative analysis uses a discounted cash flow method within the income approach to determine the fair values of the reporting units.

The Company performs its annual impairment tests in the fourth quarter.

The Company’s fourth quarter 2024 annual test included the assessment of a qualitative analysis to determine whether it was more likely than not that the fair value of each reporting unit is less than its carrying value and was not required to perform a quantitative assessment.

The qualitative assessment considers fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The qualitative assessment considered and evaluated a variety of events or factors that could influence the fair value of the reporting unit, including, but not limited to, actual and projected reporting unit profitability, changes in key personnel, legal and regulatory conditions, industry outlook, macroeconomic conditions, and the reporting units’ competitive position.

The Company’s fourth quarter 2025 annual test included the assessment of a quantitative analysis to determine whether it was more likely than not that the fair value of each reporting unit is less than its carrying value.

The quantitative assessment considers fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The quantitative assessment primarily relied on the discounted cash flow method within the income approach to value the reporting units.

Any impairment charges are based on both historic and future expected business results that no longer support the carrying value of the reporting unit.

The Company also monitors the recoverability of the long-lived assets associated with certain reporting units of the Company and the long-term financial projections of the businesses to assess for asset impairment.

No impairment was recorded during 2025.

The Company also monitors the recoverability of the long-lived assets associated with the asset groups of the Company and the long-term financial projections of the businesses to assess for asset impairment.

The Company has no indefinite-lived intangible assets.

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The Company’s revenues are comprised of product and service sales, including products and services provided under long-term agreements with its customers.

All revenue is recognized when the Company satisfies its performance obligations under the respective

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contract, either implicit or explicit, by transferring the promised product or rendering a service to its customer either when or as its customer obtains control of the product or the service is rendered.

All revenue is recognized when the Company satisfies its performance obligations under the respective contract, either implicit or explicit, by transferring the promised product or rendering a service to its customer either when or as its customer obtains control of the product or the service is rendered.

Deferred revenue consists of customer billings or payments received for which the revenue recognition criteria have not yet been met as well as contract liabilities (billings in excess of costs) on over time contracts.

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The translation adjustment is accumulated as a separate component of “Accumulated other comprehensive loss” within the Consolidated Balance Sheets.

Foreign currency transaction gains and losses are included in “Other income or expense.” For the years ended December 31, 2024 and 2023, foreign currency transaction gain of $ 154 and foreign currency transaction loss of $ 77 , respectively, were included in “Other expense - net” in the Consolidated Statements of Operations.

Foreign currency transaction gains and losses are included in “Other income or expense.”

Research and development

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Recently issued accounting guidance

In November 2023, the FASB issued Accounting Standards Update No.

2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which requires enhanced disclosures regarding significant segment expenses that are regularly reviewed by the chief operating decision maker (“CODM”) and included in each reported measure of segment profit or loss, including an amount for “other segment items” by reportable segment and a description of its composition.

ASU 2023-07 also requires entities to disclose the title and position of the CODM and an explanation of how the CODM uses reported measures of segment profit or loss to assess performance and allocate resources.

The Company adopted this guidance for the year ended December 31, 2024 and applied to the guidance retrospectively to all periods presented in the financial statements.

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expanded disclosures of the provision of ASU 2023-07 are included in Note 2.

ASU 2023-07 affects only disclosures with no impacts to the Company’s financial condition, results of operations, and cash flows.

In December 2023, the FASB issued Accounting Standards Update No.

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ASU 2023-09 requires entities to disclose additional information with respect to the effective tax rate reconciliation and disaggregation of income tax expense and income taxes paid by jurisdiction.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the impact of ASU 2023-09, but does not expect this standard to have a material effect on its financial condition, results of operations, and cash flows.

The Company adopted this guidance for the year ended December 31, 2025 and applied to the guidance retrospectively to all periods presented in the financial statements.

The expanded disclosures of the provision of ASU 2023-09 are included in Note 13.

ASU 2023-09 affects only disclosures with no impacts to the Company's financial condition, results of operations, and cash flows.

In November 2024, the FASB issued Accounting Standards Update 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”), which requires entities to provide more detailed disaggregation of expenses in the income statement, focusing on the nature of the expenses rather than their function.

The new disclosures will require public business entities to disclose in the notes to the financial statements, at each interim and annual reporting period, specific information about certain costs and expenses, including purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each expense caption presented on the face of the income statement, and the total amount of an entity's selling expenses.

The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, and may be applied either prospectively or retrospectively.

Early adoption is permitted.

The Company is currently evaluating the impact of adopting this guidance on the consolidated financial statements.

In September 2025, the FASB issued Accounting Standards Update 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) (“ASU 2025-06”), which provides targeted improvements related to the accounting for costs incurred in the development of internal-use software.

The amendment replaces the previous stage-based model with clearer guidance on capitalization thresholds and implementation costs.

The amendments are effective for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

Early adoption is permitted as of the beginning of an annual reporting period.

The Company is currently evaluating the impact of adopting this guidance on the consolidated financial statements and related disclosures.

Business Segments

12 unchanged sentences

In addition, the Rail segment provides controls, displays, and telecommunication contract management solutions for the transit, control room, and customer information and display sectors to enhance safety, operational efficiency, and customer experience.

Cash proceeds from the transaction were $ 2,362 , generating a pre-tax loss of $ 1,009 .

The Ties business was reported in the Rail Products business unit within the Rail segment.

During year ended December 31, 2025, the Company announced the discontinuation of its Automation and Materials Handling product line (“AMH Exit”) which was reported in the Technology Services and Solutions business unit within the Rail segment.

The decision to exit was due to the Company's initiatives to scale back businesses in the United Kingdom.

The Company completed all remaining customer obligations in 2025.

This product line had net sales of $ 1,843 and $ 5,230 for the years ended December 31, 2025 and 2024, respectively.

The Company has incurred a total of $ 1,351 in exit costs associated with the AMH Exit, which included $ 615 in inventory write-offs, $ 40 in fixed asset write-offs, $ 507 in personnel expenses, and $ 189 in other exit costs.

Exit costs of $ 1,085

were recorded in “Cost of goods sold” and $ 266 were recorded in “Selling and administrative expenses” within our Rail segment.

The Company does not expect to incur additional material exit costs.

The Company’s Infrastructure segment consists of the Precast Concrete Products and Steel Products business units.

The Precast Concrete Products business unit produces precast concrete buildings and a variety of specialty precast concrete products for use in several infrastructure end markets, including transportation, energy, and general infrastructure.

The precast concrete buildings are primarily used as restrooms, concession stands, and protective storage buildings in national, state, and municipal parks, while other precast products include sound walls, bridge beams, box culverts, septic tanks, and other custom pre-stressed products.

The Company leased a facility in Lake County, Florida in 2024, which will produce precast concrete wall systems when operations commence in 2025.

The Steel Products business unit also produces threaded pipe products for industrial water well and irrigation markets as well pipe coatings for oil and gas markets.

In addition, the segment produces bridge forms, which will be a retained business, and products associated with the Bridge Exit which includes bridge decking, bridge railing, structural steel fabrications, and expansion joints.

On November 17, 2023, the Company acquired the operating assets of Cougar Mountain Precast, LLC (“Cougar”) which is a licensed manufacturer of Redi-Rock and natural concrete products for $ 1,644 .

Cougar has been included in the Precast Concrete Products business unit within the Infrastructure segment.

On March 30, 2023, the Company sold substantially all the operating assets of its Chemtec business, which was inclusive of its entire Precision Measurement Products and Services division, located in Willis, TX.

Cash proceeds from the transaction were $ 5,344 , resulting in a pre-tax loss of $ 2,065 .

The Chemtec business was reported in the Steel Products business unit within the Infrastructure segment.

On August 30, 2023, the Company announced the Bridge Exit which was reported in the Steel Products business unit within the Infrastructure segment.

The Company leased a facility in Lake County, Florida in 2024, which produced precast concrete wall systems as operations commenced in 2025.

The Steel Products business unit also produces threaded pipe products for industrial water well and irrigation markets as well as pipe coatings for oil and gas markets.

In addition, the segment produces fabricated bridge forms.

On August 30, 2023, the Company announced the discontinuation of its Bridge Products grid deck product line (the “Bridge Exit”) which was reported in the Steel Products business unit within the Infrastructure segment.

The decision to exit the bridge grid deck product line was a result of a weak bridge grid deck market condition and outlook due to customer adoption of newer technologies replacing the grid deck solution.

The Company continues to operate its bridge forms product line which is a newer technology and not subject to the same challenging market conditions.

The Bedford, PA based operations supporting the discontinued bridge grid deck product line expect to complete any remaining customer obligations during 2025.

The Bedford, PA based operations supporting the discontinued bridge grid deck product line completed substantially all customer obligations as of December 31, 2025.

For the years ended December 31, 2025 and 2024, the product line had $ 1,637 and $ 3,700 in sales, respectively.

During 2024, the Company incurred an immaterial amount of exit costs, all of which were personnel expenses.

During 2023, the Company

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incurred $ 1,403 of Bridge Exit costs, of which $ 1,141 was recorded in “Cost of goods sold” and $ 262 was recorded in “Selling and administrative expenses.” These expenses included $ 474 in inventory write-downs, $ 667 in personnel related expenses, and $ 262 in other exit costs;

the majority of cash payments were made in early 2024.

During 2023 the Company also recorded a $ 1,977 reduction in net sales and a $ 3,051 reduction in gross profit stemming from changes in expected value of certain commercial projects associated with the Bridge Exit.

Segment operating income includes reportable segment gross profit and direct expenses such as salaries, benefits, restructuring, research and development, professional and purchased services expenditures, amortization expense, bad debt expense, and other segment expenses.

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Infrastructure Solutions

Net sales $ 326,869 $ 203,896 $ 530,765

Cost of sales

1 unchanged sentence

Purchased services (1)

( 7,410 ) ( 6,336 ) ( 13,746 )

General administrative costs (2)

( 7,796 ) ( 4,735 ) ( 12,531 )

Amortization expense

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Total segment operating income

Gain on sales of former joint venture facility 3,477

Interest expense - net

Other expense - net ( 1,076 )

Other income - net

Public company costs

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Income before income taxes

(1) Purchased services costs include contractor services, insurance expenditures, rental expense, and legal services.

(2) General administrative costs generally include office supplies, utilities, advertising, bad debt expense, depreciation and restructuring expenditures.

Included in the Rail segment operating income for the year ended December 31, 2024, was a $ 1,134 expense related to restructuring.

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Included in the Infrastructure segment operating income for the year ended December 31, 2024 was gain on the sale of ancillary property within the Steel Products business unit for total consideration of $ 1,300 generating an $ 815 gain on sale recorded in “Cost of goods sold” and a $ 113 expense related to restructuring.

During the year ended December 31, 2024, the Company sold a former joint venture facility located in Magnolia, Texas generating a $ 3,477 gain on sale recorded in “Gain on sale of former joint venture facility” which is included as a component of corporate operating income.

(1) Purchased services costs generally include contractor services, insurance expenditures, rental expense, and legal services.

(2) General administrative costs generally include office supplies, utilities, advertising, bad debt expense, and restructuring expenditures.

Included in the Rail segment operating income for the year ended December 31, 2025, was $ 2,184 in expenses related to restructuring in the UK business and $ 1,351 of AMH Exit costs.

Rail, Technologies, and Services

Infrastructure Solutions

$ 312,160 $ 231,584 $ 543,744

Cost of sales

( 247,126 ) ( 184,574 ) ( 431,700 )

Selling and administrative employment costs

Purchased services (1)

( 7,264 ) ( 6,397 ) ( 13,661 )

General administrative costs (2)

( 9,011 ) ( 4,942 ) ( 13,953 )

Amortization expense

( 3,272 ) ( 2,042 ) ( 5,314 )

Segment operating income

$ 12,306 $ 8,622 $ 20,928

Reconciliation of segment operating income

Total segment operating income

Gain on sales of former joint venture facility

Interest expense - net

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Income before income taxes

(1) Purchased services costs include contractor services, insurance expenditures, rental expense, and legal services.

(2) General administrative costs generally include office supplies, utilities, advertising, bad debt expense, depreciation and restructuring expenditures.

Included in the Rail operating income for the year ended December 31, 2023 was a $ 1,862 expense related to bad debt due to a customer filing for administrative protection and a $ 676 expense related to restructuring, both of which were within the Company’s UK-based Technology Services and Solutions business.

Included in the Infrastructure segment operating income for the year ended December 31, 2023 were the Bridge Exit costs, as well as the sales and related gross profit impacts of the Bridge Exit.

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(1) Purchased services costs generally include contractor services, insurance expenditures, rental expense, and legal services.

(2) General administrative costs generally include office supplies, utilities, advertising, bad debt expense, and restructuring expenditures.

Included in the Rail segment operating income for the year ended December 31, 2024, was a $ 1,134 expense related to restructuring.

Reconciliations of reportable segment assets, depreciation and amortization, and expenditures for long-lived assets to the Company’s consolidated totals are as follows as of and for the years ended December 31:

Segment Assets Depreciation/Amortization Expenditures for Long-Lived Assets

Segment Assets

Depreciation/Amortization

Expenditures for Long-Lived Assets

Rail, Technologies, and Services

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Reportable segment total

Corporate 51,936 1,870 1,393

Total $ 334,550 $ 14,080 $ 9,791

Segment Assets Depreciation/Amortization Expenditures for Long-Lived Assets

Segment Assets

Depreciation/Amortization

Expenditures for Long-Lived Assets

Rail, Technologies, and Services

1 unchanged sentence

Reportable segments total

Corporate 25,516 1,829 999

Total $ 312,401 $ 15,263 $ 4,513

For the year ended December 31, 2024, net sales from one customer of the Rail segment represented approximately $ 71,800 of the Company's consolidated net sales.

During 2023, no single customer accounted for more than 10% of the Company’s consolidated net sales.

For the year ended December 31, 2025, no single customer accounted for more than 10% of the Company's consolidated net sales.

For the year ended December 31, 2024, net sales to one customer of the Rail segment represented approximately $ 71,800 of the Company's consolidated net sales.

Sales between segments were immaterial and eliminated in consolidation.

1 unchanged sentence

United States

Canada 22,088 24,925

United Kingdom

Other 9,897 13,465

Total net sales

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United States

Canada 151 56

United Kingdom

Other 559 850

Total property, plant, and equipment - net

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The following table summarizes the Company’s sales by major product and service line for the years ended December 31:

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For the years ended December 31, 2025 and 2024, revenue recognized over time was as follows:

Year Ended December 31, Percentage of Total Net Sales

Year Ended December 31,

2024 2023 2024 2023

Percentage of Total Net Sales

Year Ended December 31,

Over time input method

6 unchanged sentences

The nature of these long-term agreements may give rise to several types of variable consideration, such as claims and awards.

Contract estimates may include additional revenue for submitted contract modifications, including at times unapproved change orders, if there exists an enforceable right to the modification, the amount can be reasonably estimated, and its realization is probable.

Contract estimates may include additional revenue for submitted contract

modifications, including at times unapproved change orders, if there exists an enforceable right to the modification, the amount can be reasonably estimated, and its realization is probable.

These estimates are based on historical collection experience, anticipated performance, and the Company’s best judgment at that time.

1 unchanged sentence

As a result of management's reviews of contract-related estimates, the Company makes adjustments to contract estimates that impact our revenue and profit totals.

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estimates are primarily attributed to updated considerations, including economic conditions and historic contract patterns, resulting in changes to anticipated revenue from existing contracts.

Changes in estimates are primarily attributed to updated considerations, including economic conditions and historic contract patterns, resulting in changes to anticipated revenue from existing contracts.

In the event that a contract loss becomes known, the entire amount of the estimated loss is recognized in the Consolidated Statements of Operations.

During the years ended December 31, 2025 and 2024, the Company recorded reductions to net sales stemming from changes in actual and expected values of certain commercial contracts of $ 4,271 and $ 2,593 , respectively.

The majority of the Company’s revenue is from products transferred and services rendered to customers at a point in time, which is inherent in all major product and service categories.

Point in time revenue accounted for 72.6 % of revenue for each of the years ended December 31, 2024 and 2023.

Point in time revenue accounted for 76.2 % and 72.6 % of revenue for the years ended December 31, 2025 and 2024, respectively.

The Company recognizes revenue at the point in time in which the customer obtains control of the product or service, which is generally when product title passes to the customer upon shipment or the service has been rendered to the customer.

In limited cases, title does not transfer upon shipment and revenue is not recognized until the customer has received the products at a designated physical location.

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For the years ended December 31, 2025 and 2024, net sales by the timing of the transfer of goods and services were as follows:

Year Ended December 31, 2024 Rail, Technologies, and Services Infrastructure Solutions Total

Year Ended December 31, 2025

Rail, Technologies, and Services

Infrastructure Solutions

Point in time

Over time 63,437 81,817 145,254

Total net sales

Year Ended December 31, 2023 Rail, Technologies, and Services Infrastructure Solutions Total

Year Ended December 31, 2024

Rail, Technologies, and Services

Infrastructure Solutions

Point in time

Over time 57,815 90,905 148,720

Total net sales

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Contract asset balance as of December 31, 2024

Net additions to contract assets 7,490

Revenue recognized but not yet billed

Adjustments to contract assets

Transfers from contract asset balance to accounts receivable

5 unchanged sentences

Increase in billings in excess of costs, excluding revenue recognized

Other adjustments ( 317 )

Balance as of December 31, 2025

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Management also regularly reviews collection patterns and future expected collections and makes necessary revisions to allowance for credit losses related to contract assets.

During 2024, the Company recorded $ 2,593 in reductions to net sales stemming from changes in actual and expected values of certain commercial contracts.

Such adjustments were $ 8,718 in 2023, including $ 2,987 associated with the Bridge Exit and other settled contracts.

See Note 2 for additional information for the Company’s net sales by major product and service category.

As of December 31, 2025, the Company had approximately $ 189,338 of remaining performance obligations, which is also referred to as backlog.

Approximately 6.7 % of the backlog as of December 31, 2025 was related to projects that are anticipated to extend beyond December 31, 2026.

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Goodwill and Other Intangible Assets

As of December 31, 2025 and 2024, the following table represents the goodwill balance by reportable segment:

Rail, Technologies, and Services Infrastructure Solutions Total

Balance as of December 31, 2022:

$ 19,948 $ 10,785 $ 30,733

Acquisitions — 1,336 1,336

Foreign currency translation impact 518 — 518

Rail, Technologies, and Services

Infrastructure Solutions

Balance as of December 31, 2024:

20,466 12,121 32,587

Cougar purchase accounting adjustment — ( 445 ) ( 445 )

Foreign currency translation impact

Balance as of December 31, 2025:

$ 20,231 $ 11,676 $ 31,907

On November 17, 2023, the Company acquired Cougar Mountain Precast, LLC., for which all purchase accounting adjustments were finalized as of March 31, 2024.

Purchase accounting finalization during the three months ended March 31, 2024 included adjustments to record $ 429 of gross intangible assets for customer relationships with a weighted average amortization period of 5 years and other immaterial adjustments.

The Company elected to perform a qualitative assessment as an annual test of goodwill impairment in the fourth quarter of 2024 and, as a result of this assessment, the Company determined a quantitative assessment was not necessary and no impairments were recorded in 2024.

However, future impairment charges could result if future projections diverge unfavorably from current expectations.

During the fourth quarter of 2025, the Company performed a quantitative test for impairment of goodwill due to weakened economic conditions and recent increases in the costs of certain materials, labor, and other pressures unfavorably impacting financial results.

The Company determined the implied fair value of its reporting units by using assumptions we believe would be a reasonable market participant's view in a hypothetical purchase to develop the discounted cash flows of the respective reporting units.

These assumptions include future cash flows, discount rates, and market participant assumptions.

The results of the test indicated that all reporting units that maintain goodwill adequately exceeded their carrying value and were not subject to impairment.

As a result of the procedures performed as outlined above, no impairments were recorded in 2025.

As of December 31, 2025 and 2024, the components of the Company’s intangible assets were as follows:

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Weighted Average

Period In Years Gross

Value Accumulated

Amortization Net

Patents 10 $ 308 $ ( 198 ) $ 110

Period In Years

Customer relationships

Trademarks and trade names

Technology 9 32,616 ( 28,923 ) 3,693

Favorable lease

$ 69,231 $ ( 54,430 ) $ 14,801

December 31, 2024

Weighted Average

Period In Years Gross

Value Accumulated

Amortization Net

Patents 10 $ 335 $ ( 199 ) $ 136

Period In Years

Customer relationships

Trademarks and trade names

Technology 9 32,658 ( 27,906 ) 4,752

Favorable lease

$ 69,021 $ ( 50,011 ) $ 19,010

Intangible assets are amortized over their useful lives ranging from 5 to 25 years, with a total weighted average amortization period of approximately 10 years.

Amortization expense for the years ended December 31, 2025 and 2024 were $ 3,311 and $ 4,628 , respectively.

During the year ended December 31, 2023, certain fully amortized intangible assets of $ 27 related to non-compete agreements were eliminated from gross intangible assets and accumulated amortization.

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Estimated annual amortization expense for the years ending December 31, 2026 and thereafter is as follows:

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Changes in reserves for uncollectible accounts are recorded as part of “Selling and administrative expenses” in the Consolidated Statements of Operations, and were an expense of $ 649 and $ 365 for the years ended December 31, 2025 and 2024, respectively.

The changes in reserves for uncollectible accounts are net of recoveries of previous write-offs of $ 335 for the year ended December 31, 2024.

The changes in reserves for uncollectible accounts are net of recoveries of previous write-offs of $ 514 and $ 335 for the years ended December 31, 2025 and 2024, respectively.

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Inventories - net

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Property, Plant, and Equipment

Property, plant, and equipment as of December 31, 2025 and 2024 consisted of the following:

Land $ 5,864 $ 5,869

Improvements to land and leaseholds

Buildings 31,703 31,447

Machinery and equipment, including equipment under finance leases

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Depreciation expense, including amortization of assets under finance leases, for the years ended December 31, 2025 and 2024 amounted to $ 9,143 and $ 9,452 , respectively.

There were no material property, plant, and equipment impairments recorded for the year ended December 31, 2024 and 2023.

The Company determines if an arrangement is a lease at its inception.

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The balance sheet components of the leases were as follows as of December 31, 2025 and 2024:

December 31, 2024 December 31, 2023

December 31, 2025

December 31, 2024

Operating leases

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Total finance lease liabilities

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The components of lease expense within the Consolidated Statements of Operations were as follows for the years ended December 31, 2025 and 2024:

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Operating leases

Finance leases

Termination of right-of use assets from operating leases

The weighted-average remaining lease term (in years) and discount rate related to the operating leases were as follows for the periods presented:

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As of December 31, 2025, estimated annual maturities of lease liabilities for the year ending December 31, 2026 and thereafter were as follows:

Year Ending December 31, Operating Leases Finance Leases

2025 $ 4,589 $ 197

2026 4,526 126

2027 3,607 66

2028 3,151 65

2029 2,750 65

Year Ending December 31,

Operating Leases

Finance Leases

2031 and thereafter

Interest ( 2,560 ) ( 106 )

Total $ 18,480 $ 473

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Long-Term Debt and Related Matters

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Revolving credit facility with an interest rate of 5.23 % as of December 31, 2025 and 6.38 % as of December 31, 2024

$ 46,467 $ 55,060

Lease obligations payable in installments through 2024 with a weighted average interest rate of 4.80 % as of December 31, 2024 and 4.67 % as of December 31, 2023

Total debt 46,940 55,273

Finance leases with a weighted average interest rate of 4.40 % as of December 31, 2025 and 4.80 % as of December 31, 2024

current maturities

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2031 and thereafter

Total $ 46,940

On August 13, 2021, the Company, its domestic subsidiaries, and certain of its Canadian and United Kingdom subsidiaries (collectively, the “Borrowers”), entered into the Fourth Amended and Restated Credit Agreement (the “Credit Agreement”) with PNC Bank, N.A., Citizens Bank, N.A., Wells Fargo Bank, National Association, Bank of America, N.A., and BMO Harris Bank, National Association.

The Credit Agreement, as amended, modifies the prior amended revolving credit facility, on terms more favorable to the Company and extends the maturity from April 30, 2024 to August 13, 2026.

The Credit Agreement provides for a five-year , revolving credit facility that permits aggregate borrowings of the Borrowers up to $ 130,000 with a sublimit of the equivalent of $ 25,000 U.S.

dollars that is available to the Canadian and United Kingdom borrowers in the aggregate.

The Credit Agreement’s incremental loan feature permits the Company to increase the available commitments under the facility by up to an additional $ 50,000 subject to the Company’s receipt of increased commitments from existing or new lenders and the satisfaction of certain conditions.

On August 12, 2022, the Company entered into a second amendment to its Credit Agreement (the “Second Amendment”) which added an additional tier to the pricing grid and provided for the conversion from LIBOR-based to SOFR-based borrowings.

Borrowings under the Credit Agreement, as amended, will bear interest at rates based upon either the base rate or SOFR rate plus applicable margins.

On June 27, 2025, the Company, its domestic subsidiaries, and certain of its Canadian and United Kingdom subsidiaries (collectively, the “Borrowers”), entered into the Fifth Amended and Restated Credit Agreement (the “Credit Agreement”) with PNC Bank, N.A., Bank of America, N.A., Citizens Bank, N.A., and Wells Fargo Bank N.A.

as Co-Syndication Agents, and Dollar Bank, Federal Savings Bank as a participant.

The Credit Agreement, as amended, modifies the prior amended revolving credit facility, which had a maximum credit line of $ 130,000 and extends the maturity date from August 13, 2026 to June 27, 2030.

The Credit Agreement provides for a five-year , revolving credit facility that permits aggregate borrowings of the Borrowers up to $ 150,000 with sublimits for (a) the issuance of letters of credit in dollars and in alternative currencies in an amount not to exceed the dollar equivalent of $ 30,000 , and (b) borrowings of swing loans in dollars in an amount not to exceed $ 20,000 ;

and with an incremental loan feature not to exceed $ 60,000 .

The Company’s obligations under the Credit Agreement are secured by the grant of a security interest by the Borrowers in substantially all of the assets owned by such entities.

Additionally, the equity interests in each of the loan parties, other than the Company, and the equity interests held by each loan party in their subsidiaries, have been pledged to the lenders as collateral for the lending obligations.

Borrowings under the Credit Agreement will bear interest at rates based upon either the base rate or Term SOFR rate plus applicable margins.

Applicable margins are dictated by the ratio of the Company’s total net indebtedness to the Company’s Consolidated EBITDA for four trailing quarters, as defined in the Credit Agreement.

The base rate is the highest of (a) the Overnight Bank Funding Rate plus 0.50 %, (b) the Prime Rate, or (c) the Daily Simple SOFR rate plus 1.00 % so long as the Daily Simple SOFR rate is offered, ascertainable and not unlawful (each as defined in the Credit Agreement).

The base rate and Term SOFR rate spreads range from 0.25 % to 1.50 % and 1.25 % to 2.50 %, respectively.

The Credit Agreement includes two financial covenants:

(a) Maximum Gross Leverage Ratio, defined as the Company’s consolidated Indebtedness (as defined in the Credit Agreement) divided by the Company’s consolidated EBITDA, which must not exceed (i) 3.25 to 1.00 for all testing periods other than during an Acquisition Period (as defined in the Credit Agreement), and (ii) 3.50 to 1.00 for all testing periods occurring during an Acquisition Period, and (b) Minimum Consolidated Fixed Charge Coverage Ratio, defined as the Company’s consolidated EBITDA divided by the Company’s Fixed Charges (as defined in the Credit Agreement), which must be more than 1.05 to 1.00.

(a) Maximum Gross Leverage Ratio, defined as the Company’s Consolidated Indebtedness divided by the Company’s Consolidated EBITDA, as defined in the Credit Agreement, which must not exceed (i) 3.50 to 1.00 for all testing periods other than during an Acquisition Period, and (ii) 4.00 to 1.00 for all testing periods occurring during an Acquisition Period, and (b) Minimum Consolidated Fixed Charge Coverage Ratio, defined as the Company’s Consolidated EBITDA divided by the Company’s Fixed Charges, which must be more than 1.10 to 1.00.

As of December 31, 2025 and 2024, the Company was in compliance with the covenants in the Credit Agreement, as amended.

As of December 31, 2025 and 2024, the Company had outstanding letters of credit of approximately $ 876 and $ 1,409 , respectively, and had net available borrowing capacity of $ 106,930 and $ 82,124 , respectively, subject to covenant restrictions.

The maturity date of the facility is August 13, 2026.

To reduce the impact of interest rate changes on outstanding variable-rate debt, the Company amended and entered into forward-starting SOFR-based interest rate swaps, with notional values totaling $ 20,000 and $ 20,000 , effective August 12, 2022 and August 31, 2022, respectively.

The August 12, 2022 interest rate swap expired on March 1, 2025.

The August 31, 2022 interest rate swap expires on August 13, 2026.

The fair value of the interest rate swaps is based on market-observable forward interest rates and represents the estimated amount that the Company would pay to terminate the agreements.

As such, the swap agreements are classified as Level 2 within the fair value hierarchy.

As of December 31, 2025 the remaining interest rate swap was immaterial and as of December 31, 2024 the interest rate swap was $ 430 and was recorded in “ Other current assets ” within our Consolidated Balance Sheets.

For the years ended December 31, 2025 and 2024, the Company recognized interest income of $ 372 and $ 1,306 , respectively, from interest rate swaps.

Stockholders’ Equity

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As of December 31, 2025 and 2024, the Company withheld 79,721 and 59,577 shares for approximately $ 2,108 and $ 1,429 , respectively, from employees to pay their withholding taxes in connection with the vesting of restricted stock awards.

During the first quarter of 2023, the Company's Board of Directors authorized the repurchase of up to $ 15,000 of the Company's common stock in open market transactions.

The Board of Directors previously authorized the repurchase of up to $ 15,000 of the Company’s common shares until February 2025, pursuant to the terms of the previously disclosed stock repurchase program adopted March 3, 2023, as amended August 5, 2024.

On March 3, 2025, the Company's Board of Directors authorized the repurchase of up to $ 40,000 of the Company's common stock in open market transactions and/or 10b5-1 trading plans through February 29, 2028.

Repurchases of shares of the Company’s common stock may be made from time to time in the open market or in such other manner as determined by the Company.

The timing of the repurchases and the actual amount repurchased will depend

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on a variety of factors, including the market price of the Company’s shares, general market and economic conditions, and other factors.

The timing of the repurchases and the actual amount repurchased will depend on a variety of factors, including the market price of the Company’s shares, general market and economic conditions, and other factors.

The stock repurchase program does not obligate the Company to acquire any particular amount of common stock and may be suspended or discontinued at any time.

On August 5, 2024, the Board of Directors approved the modification of the Company’s stock repurchase program.

The modifications include revising the repurchase program expiration date from February 2026 to February 2025.

Additionally, the Board of Directors removed the restriction which previously limited repurchases to $ 5,000 in any trailing 12-month period.

The authorized repurchase amount was unchanged at $ 15,000 .

In connection with the stock repurchase program, 300,302 shares valued at $ 6,808 were repurchased during the year ended December 31, 2024 and 134,208 shares valued at $ 2,310 were repurchased during the year ended December 31, 2023.

There were no dividends declared during the years ended December 31, 2024 and 2023.

Treasury Outstanding

In connection with the stock repurchase programs, 582,389 shares valued at $ 14,436 were repurchased during the year ended December 31, 2025 and 300,302 shares valued at $ 6,808 were repurchased during the year ended December 31, 2024.

(Number of Shares)

Balance at end of 2023

Issued for stock-based compensation plans ( 91,316 ) 91,316

Issued for stock-based compensation plans, net of shares withheld for taxes

Repurchased common stock

Balance at end of 2024

Issued for stock-based compensation plans ( 139,799 ) 139,799

Issued for stock-based compensation plans, net of shares withheld for taxes

Repurchased common stock

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Accumulated other comprehensive loss

During the year ended December 31, 2024, the Company reclassified $ 1,174 of pension and post-retirement benefit plan adjustments from “Accumulated other comprehensive loss” to “Other expense - net” as a result of the termination our frozen L.B.

Foster Company Merged Retirement Plan, discussed further in Note 15.

1 unchanged sentence

See Note 13 for further information.

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Earnings Per Common Share

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Year Ended December 31,

Domestic $ 21,200 $ 14,575

Foreign ( 6,755 ) ( 13,631 )

Income before income taxes

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Year Ended December 31,

Federal $ — $ ( 16 )

Foreign 745 1,460

Total current

Federal ( 21,441 ) —

State ( 7,691 ) —

Foreign ( 13 ) ( 1,852 )

Total deferred

Total income tax (benefit) expense

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The reconciliation of income tax computed at statutory rates to income tax expense for the years ended December 31, 2025 and 2024 is as follows:

Year Ended December 31,

Amount Percent Amount Percent

Statutory rate $ 3,033 21.0 % $ 198 21.0 %

Foreign tax rate differential ( 249 ) ( 1.7 ) ( 520 ) ( 55.1 )

State income taxes, net of federal benefit 772 5.3 322 34.1

Non-deductible expenses 221 1.5 206 21.8

Non-deductible executive compensation 400 2.8 256 27.1

Income tax credits ( 164 ) ( 1.1 ) ( 218 ) ( 23.1 )

Change in income tax rates ( 229 ) ( 1.6 ) ( 38 ) ( 4.0 )

Tax on unremitted foreign earnings 148 1.0 181 19.2

Change in valuation allowance ( 31,937 ) ( 221.1 ) ( 723 ) ( 76.6 )

Other ( 393 ) ( 2.7 ) ( 19 ) ( 2.0 )

Total income tax (benefit) expense / effective rate

$ ( 28,398 ) ( 196.6 ) % $ ( 355 ) ( 37.6 ) %

federal statutory tax rate

State and local income taxes, net of federal income tax effect*

Foreign tax effects

Federal statutory tax rate difference between Canada and United States

Provincial income taxes

Tax on unremitted earnings

United Kingdom

Federal statutory tax rate difference between United Kingdom and United States

Changes in valuation allowances

Other foreign jurisdictions

Effect of cross-border tax laws

Changes in valuation allowances

Nontaxable or nondeductible items

Nondeductible executive compensation

Share-based payment awards

Meals and entertainment

Changes in unrecognized tax benefits

Other adjustments

Effective tax rate

* The states that contribute to the majority (greater than 50 percent) of the tax effect in this category include Alabama, California, Idaho, Michigan, New Jersey, New York, New York City, Pennsylvania and Tennessee for 2025 and Connecticut, New Jersey, New York, Pennsylvania and Tennessee for 2024.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States.

The OBBBA includes various tax provisions such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

The impacts of the tax provisions included in the OBBBA are reflected in our results for the year ended December 31, 2025, and did not have a material impact on the Company's Consolidated Financial Statements.

The Company will continue to monitor any developments and guidance related to the OBBBA.

Cash paid for income taxes, net of refunds, for the years ended December 31, 2025 and 2024 were as follows:

state and local

Other foreign

Total foreign

Income taxes paid (net of refunds received)

Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2025 and 2024 were as follows:

1 unchanged sentence

Goodwill and other intangibles

Accrued settlement — 2,001

Deferred compensation

1 unchanged sentence

Net operating loss / tax credit carryforwards

Pension and post-retirement liability — 149

Inventories 1,082 852

Warranty reserve

2 unchanged sentences

Capitalized research expenditures

Other 453 680

Total deferred tax assets

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Goodwill and other intangibles

Depreciation ( 7,845 ) ( 8,596 )

Pension and post-retirement liability

1 unchanged sentence

Unremitted earnings of foreign subsidiaries

Other ( 247 ) ( 190 )

Total deferred tax liabilities

Net deferred tax (liabilities) assets

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A valuation allowance is required to be established or maintained when, based on currently available information and other factors, it is more likely than not that all or a portion of a deferred tax asset will not be realized.

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As of December 31, 2025, the Company has NOL carryforwards in certain foreign jurisdictions of $ 42,976 , which may be carried forward indefinitely.

The foreign jurisdictions have incurred cumulative financial losses over the three-year period ended December 31, 2024 and have projected future taxable losses.

The foreign jurisdictions have incurred cumulative financial losses over the three-year period ended December 31, 2025.

Based on information available as of December 31, 2025, the Company believes it is more likely than not that the tax benefit from these loss carryforwards will not be realized.

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As of December 31, 2025 and 2024, the Company had accrued interest and penalties related to unrecognized tax benefits of $ 166 and $ 294 , respectively.

As of December 31, 2024, the Company did not expect any material increases or decreases to its unrecognized tax benefits within the next 12 months.

Ultimate realization of these tax benefits is dependent upon the occurrence of certain events, including the completion of audits by tax authorities and expiration of statutes of limitations.

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With respect to the state, local, and foreign filings, certain entities of the Company are subject to income tax examinations for the 2021 period and thereafter.

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Stock-based Compensation

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The Company recorded stock-based compensation expense of $ 5,056 and $ 3,834 for the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2024, unrecognized compensation expense for awards that the Company expects to vest approximated $ 5,154 .

The Company will recognize this unrecognized compensation expense over approximately 2.2 years through February 13, 2027.

As of December 31, 2025, unrecognized compensation expense for awards that the Company expects to vest

approximated $ 4,657 .

The Company will recognize this unrecognized compensation expense over approximately 2.4 years through May 22, 2028.

Shares issued as a result of vested stock-based compensation generally will be from previously issued shares that have been reacquired by the Company and held as treasury stock or authorized but previously unissued common stock.

As of December 31, 2024, the Company had stock awards issued pursuant to the 2022 Equity and Incentive Compensation Plan (the “Equity and Incentive Compensation Plan”) and its predecessor, the 2006 Omnibus Incentive Compensation Plan (the “Omnibus Plan”).

On May 22, 2025, the shareholders approved the new 2025 Equity and Incentive Compensation Plan (the “Equity and Incentive Compensation Plan”).

As of December 31, 2025, the Company had stock awards issued pursuant to the Equity and Incentive Compensation Plan and its predecessor, the 2006 Omnibus Incentive Compensation Plan (the “Omnibus Plan”).

The Omnibus Plan allowed for the issuance of 2,058,000 shares of common stock through the granting of stock options or stock awards (including performance units convertible into stock) to key employees and directors at no less than 100 % of fair market value on the date of the grant.

The Equity and Incentive Compensation Plan allows for the issuance of 1,924,077 shares of common stock, which includes 1,835,000 shares that were authorized under the Equity and Incentive Compensation Plan and 89,077 shares remaining available for the Omnibus Incentive Plan, through the granting of stock options or stock awards (including performance units and restricted stock units convertible into stock) to key employees and directors at no less than 100% of fair market value on the date of the grant.

The Equity and Incentive Compensation Plan allows for the issuance of 785,000 shares of common stock through the granting of stock options or stock awards (including performance units and restricted stock units convertible into stock) to key employees and directors at no less than 100 % of fair market value on the date of the grant.

The total number of shares of common stock available for issuance, including shares that were forfeited, cancelled, expired, settled for cash, or unearned under the Omnibus Plan, were available for awards under the Equity and Incentive Compensation Plan as of its approval date.

The Omnibus Plan and Equity and Incentive Compensation Plan provide for the granting of “nonqualified options” with a duration of not more than ten years from the date of grant.

The Omnibus Plan and Equity and Incentive Compensation Plan also provide that, unless otherwise set forth in the option agreement, stock options are exercisable in installments of up to 25 % annually beginning one year from the date of grant.

No stock options have been granted under the Omnibus Plan or Equity and Incentive Compensation Plan and, as such, there was no stock-based compensation expense related to stock options recorded in 2024 and 2023.

The Equity and Incentive Compensation Plan provide for the granting of “nonqualified options” with a duration of not more than ten years from the date of grant.

The Equity and Incentive Compensation Plan also provides that, unless otherwise set forth in the option agreement, stock options are exercisable in installments of up to 25 % annually beginning one year from the date of grant.

No stock options have been granted under the Equity and Incentive Compensation Plan and, as such, there was no stock-based compensation expense related to stock options recorded in 2025 and 2024.

Non-Employee Director Fully-Vested and Restricted Stock Awards

Since May 2018, non-employee directors have been awarded shares of the Company’s common stock on each date the non-employee directors were elected at the annual shareholders’ meeting to serve as directors, subject to a one-year vesting requirement.

The Deferred Compensation Plan for Non-Employee Directors under the Omnibus Plan and, by amendment, under the Equity and Incentive Compensation Plan, which permits non-employee directors of the Company to defer receipt of earned cash and/or stock compensation for service on the Board into deferred stock units.

The Deferred Compensation Plan for Non-Employee Directors permits non-employee directors of the Company to defer receipt of earned cash and/or stock compensation for service on the Board into deferred stock units.

Non-Employee directors may elect to receive quarterly cash compensation in the form of fully-vested stock.

During 2024, a Board member has elected to receive fully vested stock in lieu of cash compensation.

During 2025, two Board members have elected to receive fully vested stock in lieu of cash compensation.

During 2025 and 2024, the non-employee directors were granted a total of 33,782 and 22,458 restricted shares, respectively.

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Restricted Stock and Performance-Based Stock and Share Units

Under the Equity and Incentive Compensation Plan and Omnibus Plan, the Company grants certain employees restricted stock and performance-based stock and share units.

Under the Equity and Incentive Compensation Plan, the Company grants certain employees restricted stock and performance-based stock and share units.

The forfeitable restricted stock awards granted generally time-vest ratably over a three-year period, unless indicated otherwise by the underlying restricted stock award agreement.

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The change is recognized in the current period for the performance unit awards and would change future expense over the remaining service period.

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The following table summarizes the restricted stock award, deferred stock units, and performance unit award activity for the years ended December 31, 2025 and 2024:

Stock Deferred

Units Performance

Units Weighted Average

Weighted Average

Aggregate Grant Date

Outstanding as of December 31, 2023

Granted 181,914 — 367,558 11.78

Vested ( 88,367 ) ( 33,864 ) — 15.97

Net adjustment for incentive awards

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Outstanding as of December 31, 2024

Granted 90,807 — 86,772 24.69

Vested ( 148,808 ) ( 12,404 ) ( 29,778 ) 14.51

Net adjustment for incentive awards — — ( 82,374 ) 17.46

Canceled and forfeited

Outstanding as of December 31, 2025

*Includes stock units for which the performance obligation has been met and are only subject to time vesting requirements prior to distribution.

Commencing in 2022, Performance Stock Units may be earned annually during each year of the three year program and converted into restricted stock units which settle in common stock at the end of each three year period.

Performance Stock Units are adjusted to the Company’s expected performance target attainment, while the weighted average aggregate grant date fair value in the above table is based upon achieving 100% of the performance targets as defined in the underlying plan.

In June 2022, under the Equity and Incentive Compensation Plan, the Company approved the Strategy Transformation Plan performance-based incentive stock award to incentivize key personnel for the strategic transformation of the Company.

Under the four-year program, participants shall be eligible for a performance stock unit award of Company common stock with 50 % of the shares earned based on the achievement of EBITDA Margin and 50 % of the shares earned based on the Company’s stock price for the projected payout.

In February 2021, under the Omnibus Plan, the Company established a performance-based incentive stock award retention program to incentivize and retain key personnel during the COVID-19 pandemic by driving stock price.

Under this five-year program, participants have the opportunity to earn up to 3,333 shares of Company common stock.

In June 2022, the Company approved the Strategy Transformation Plan performance-based incentive stock award to incentivize key personnel for the strategic transformation of the Company.

In February 2026, this program expired with no attainment.

In February 2021, the Company established a performance-based incentive stock award retention program to incentivize and retain key personnel during the COVID-19 pandemic by driving stock price.

Under this five-year program, participants had the opportunity to earn up to 3,333 shares of Company common stock.

The first 50 % of the shares ( 1,666 shares) are earned based on achievement of a consecutive thirty (30) day average Nasdaq closing price of $ 25.00 .

The second 50 % of the shares ( 1,666 shares) are earned based on achievement of a consecutive thirty (30) day average Nasdaq closing price of $ 30.00 .

The value of any shares awarded will be determined using a Monte Carlo methodology for the projected payout.

The program and opportunity to earn the shares expires on February 28, 2026.

The second 50 % of the shares ( 1,666 shares) were earned based on achievement of a consecutive thirty (30) day average Nasdaq closing price of $ 30.00 .

The value of any shares awarded were determined using a Monte Carlo methodology for the projected payout.

The program and opportunity to earn the shares expired on February 28, 2026 and all performance metrics were attained with the first installment paid in 2024 and the final installment paid in February 2026.

Excluding the restricted stock awards granted to non-employee directors, the Company recorded stock-based compensation expense of $ 4,452 and $ 3,245 , respectively, for the periods ended December 31, 2025 and 2024 related to restricted stock and performance unit awards.

Fair Value Measurements

The Company determines the fair value of assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants.

The fair values are based on assumptions that market participants would use when pricing an asset or liability, including assumptions about risk and the risks inherent in valuation techniques and the inputs to valuations.

The fair value hierarchy is based on whether the inputs to valuation techniques are observable or unobservable.

Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s own assumptions of what market participants would use.

The fair value hierarchy includes three levels of inputs that may be used to measure fair value as described below.

Quoted market prices in active markets for identical assets or liabilities.

Observable market-based inputs or unobservable inputs that are corroborated by market data.

Unobservable inputs that are not corroborated by market data.

The classification of a financial asset or liability within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

SOFR-based interest rate swaps - To reduce the impact of interest rate changes on outstanding variable-rate debt, the Company amended and entered into forward-starting SOFR-based interest rate swaps, with notional values totaling $ 20,000 and $ 20,000 effective August 12, 2022 and August 31, 2022 and expiring March 1, 2025 and August 13, 2026, respectively.

The fair value of the interest rate swaps is based on market-observable forward interest rates and represents the estimated amount that the Company would

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pay to terminate the agreements.

As such, the swap agreements are classified as Level 2 within the fair value hierarchy.

As of December 31, 2024 and December 31, 2023, the interest rate swaps were recorded in “Other current assets” when the interest rate swaps’ fair market value are in an asset position and “Other accrued liabilities” when in a liability position within our Consolidated Balance Sheets.

Fair Value Measurements as of December 31, 2024 Fair Value Measurements as of December 31, 2023

December 31, 2024 Level 1 Level 2 Level 3 December 31, 2023 Level 1 Level 2 Level 3

Interest rate swaps $ 430 $ — $ 430 $ — $ 1,225 $ — $ 1,225 $ —

Total assets $ 430 $ — $ 430 $ — $ 1,225 $ — $ 1,225 $ —

The $ 20,000 interest rate swaps that became effective August 2022 are accounted for as cash flow hedges and the objective of the hedges is to offset the expected interest variability on payments associated with the interest rate on our debt.

The gains and losses related to the interest rate swaps are reclassified from “Accumulated other comprehensive loss” in our Consolidated Balance Sheets and included in “Interest expense - net” in our Consolidated Statements of Operations as the interest expense from our debt is recognized.

For the years ended December 31, 2024 and 2023, the Company recognized interest income of $ 1,306 and $ 1,206 , respectively, from interest rate swaps.

In accordance with the provisions of ASC 820, the Company measures certain nonfinancial assets and liabilities at fair value, which are recognized and disclosed on a nonrecurring basis.

The gross carrying value of the Company’s revolving credit facility approximates fair value for the periods presented.

Additional information regarding the revolving credit facility can be found in Note 9.

Information regarding the fair value disclosures associated with the assets of the Company’s defined benefit plans can be found in Note 16.

Retirement Plans

The Company provides retirement plans that cover its hourly and salaried employees.

In the US, as of December 31, 2024 the Company has two defined contribution plans.

The Company has two defined contribution retirement plans that cover its hourly and salaried employees in the United States.

Employees are eligible to participate in the appropriate plan based on employment classification.

The Company's contributions to the defined contribution plans are governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the Company’s policy and investment guidelines of the applicable plan.

The Company’s policy is to contribute at least the required minimum in accordance with the funding standards of ERISA.

The Company maintains one defined contribution plans for its employees in Canada.

The Company’s contributions to the defined contribution plans are governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and the Company’s policy and investment guidelines applicable to each plan.

The Company’s policy is to contribute at least the minimum in accordance with the funding standards of ERISA.

The Company maintains one defined contribution plan for its employees in Canada.

In the United Kingdom, the Company maintains two defined contribution plans and a defined benefit plan, which is frozen.

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At such time, the Company notified all plan participants of the Company's intentions to terminate and fully settle the obligations.

United States Defined Benefit Plan

During the fourth quarter of 2024, the Company completed the termination of the US DB Plan by distributing all the assets of its US DB Plan and by making additional cash contributions of $ 1,806 to effectuate the termination of this plan.

The settlement of these obligations resulted in the recognition of a charge of $ 1,722 which has been presented as a component of “Other expense - net” for the year ended December 31, 2024.

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The following tables present a reconciliation of the changes in the benefit obligation, the fair market value of the assets, and the funded status of the plan, as of December 31, 2024 and 2023:

Changes in benefit obligation:

Benefit obligation at beginning of year $ 5,909 $ 6,101

Service cost — —

Interest cost 265 286

Actuarial gain ( 150 ) ( 23 )

Benefits paid ( 432 ) ( 455 )

Settlements ( 5,592 ) —

Benefit obligation at end of year $ — $ 5,909

Change to plan assets:

Fair value of assets at beginning of year $ 3,923 $ 3,792

Actual gain (loss) on plan assets ( 61 ) 310

Employer contribution 2,274 276

Benefits paid ( 432 ) ( 455 )

Reversion ( 112 )

Settlements ( 5,592 ) —

Fair value of assets at end of year — 3,923

Funded status at end of year $ — $ ( 1,986 )

Amounts recognized in the consolidated balance sheets consist of:

Other long-term liabilities $ — $ ( 1,986 )

Amounts recognized in accumulated other comprehensive loss consist of:

Net loss $ — $ 1,598

Net periodic pension costs for the years ended December 31, 2024 and 2023 were as follows:

Year Ended December 31,

Components of net periodic benefit cost:

Interest cost $ 265 $ 286

Expected return on plan assets ( 271 ) ( 256 )

Recognized net actuarial loss 58 62

Net periodic pension cost $ 52 $ 92

Settlement charge 1,722 —

Total pension expense $ 1,774 $ 92

The weighted average assumptions in the following table represent the rates used to develop the actuarial present value of the projected benefit obligation for the year listed and also the net periodic benefit cost for the following year.

Year Ended December 31,

Discount rate 4.7 % 4.9 %

Expected rate of return on plan assets 7.0 % 7.0 %

The expected long-term rate of return is based on numerous factors, including the target asset allocation for plan assets, historical rate of return, long-term inflation assumptions, and current and projected market conditions.

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Amounts applicable to the Company’s pension plan with accumulated benefit obligations in excess of plan assets were as follows as of December 31, 2023:

Projected benefit obligation $ 5,909

Accumulated benefit obligation 5,909

Fair value of plan assets 3,923

Plan assets consist primarily of various fixed income and equity investments.

The Company’s primary investment objective is to provide long-term growth of capital while accepting a moderate level of risk.

The investments are limited to cash and cash equivalents, bonds, preferred stocks, and common stocks.

The investment target ranges and actual allocation of pension plan assets by major category as of December 31, 2023 were as follows:

Asset Category

Cash and cash equivalents 0 - 20 %

Total fixed income funds 25 - 50 %

Total mutual funds and equities 35 - 70 %

In accordance with the fair value disclosure requirements of ASC 820, the following assets were measured at fair value on a recurring basis as of December 31, 2023.

Additional information regarding ASC 820 and the fair value hierarchy can be found in Note 15.

Asset Category

Cash and cash equivalents $ 160

Fixed income funds

Corporate bonds 845

Total fixed income funds 845

Equity funds and equities

Mutual funds —

Exchange-traded funds 2,918

Total mutual funds and equities 2,918

Total $ 3,923

Cash equivalents:

The Company uses quoted market prices to determine the fair value of these investments in interest-bearing cash accounts and they are classified as Level 1 of the fair value hierarchy.

The carrying amounts approximate fair value because of the short maturity of the instruments.

Fixed income funds:

Investments within the fixed income funds category consist of fixed income corporate debt.

The Company uses quoted market prices to determine the fair values of these fixed income funds.

These instruments consist of exchange-traded government and corporate bonds and are classified as Level 1 of the fair value hierarchy.

Equity funds and equities:

The valuation of investments in registered investment companies is based on the underlying investments in securities.

Securities traded on security exchanges are valued at the latest quoted sales price.

Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the average of the last reported bid and ask quotations.

These investments are classified as Level 1 of the fair value hierarchy.

During the year ended December 31, 2024, the Company completed the termination of the US DB Plan and recorded $ 1,722 of pension settlement costs.

In January 2025, the Company entered into an insurance buy-in contract with a third party insurer which resulted in an exchange of plan

assets of the UK DB Plan for an annuity that covers our future projected benefit obligations.

The Company expects the buy out of the UK DB Plan and transfer of future benefit obligations of plan participants to be completed in early 2026.

The Company does not expect to make any further contributions to the UK DB Plan.

United Kingdom Defined Benefit Plan

The Company’s UK defined benefit plan covers certain current employees, former employees, and retirees.

The Company’s UK DB Plan covers certain current employees, former employees, and retirees.

The plan has been frozen to new entrants since April 1, 1997 and also covers the former employees of a merged plan after January 2002.

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The UK DB Plan is fully funded as of December 31, 2025.

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The funded status of the United Kingdom defined benefit plan as of December 31, 2024 and 2023 was as follows:

The funded status of the UK DB Plan as of December 31, 2025 and 2024 was as follows:

Changes in benefit obligation:

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Fair value of assets at beginning of year

Actual gain (loss) on plan assets 137 323

Actual (loss) gain on plan assets

Employer contribution

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Amounts recognized in the consolidated balance sheets consist of:

Other assets $ 1,641 $ 1,388

Amounts recognized in accumulated other comprehensive loss consist of:

Net gain $ ( 703 ) $ ( 567 )

Net loss (gain)

Prior service cost

Total $ ( 657 ) $ ( 496 )

The Company's UK DB Plan is fully funded as of December 31, 2024.

In January 2025, the Company entered into an insurance buy-in contract with a third party insurer which resulted in an exchange of plan assets for an annuity that covers our future projected benefit obligations.

The Company expects the buy out of the plan and transfer of future benefit obligations of plan participants to be completed in early 2026.

The Company does not expect to make any further contributions to the UK DB Plan.

Net periodic pension costs for the years ended December 31, 2025 and 2024 were as follows:

Year Ended December 31,

Components of net periodic benefit gain:

Components of net periodic benefit cost:

Interest cost

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Recognized net actuarial loss

Net periodic pension gain $ ( 108 ) $ ( 75 )

Net periodic pension cost

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Expected rate of return on plan assets

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Amounts applicable to the Company’s pension plans with accumulated benefit obligations in excess of plan assets were as follows as of December 31, 2024 and 2023:

Projected benefit obligation $ 4,704 $ 5,011

Accumulated benefit obligation 4,704 5,011

Fair value of plan assets 6,345 6,399

The Company has estimated the long-term rate of return on plan assets based primarily on historical returns on plan assets, adjusted for changes in target portfolio allocations, and recent changes in long-term interest rates based on publicly available information.

Plan assets are invested by the trustees in accordance with a written statement of investment principles.

This statement permits investment in equities, corporate bonds, United Kingdom government securities, commercial property, and cash, based on certain target allocation percentages.

Asset allocation is primarily based on a strategy to provide steady growth without undue fluctuations.

The target asset allocation percentages for 2024 were as follows:

Equity securities Up to 100 %

Commercial property Not to exceed 50 %

UK Government securities Not to exceed 50 %

Cash Up to 100 %

Plan assets held within the United Kingdom defined benefit plan consist of cash and equity securities that have been classified as Level 1 of the fair value hierarchy.

All other plan assets have been classified as Level 2 of the fair value hierarchy.

The plan assets by category for the years ended December 31, 2025 and 2024 were as follows:

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Cash and cash equivalents

Equity securities — 3,676

Bonds 6,206 1,693

Total $ 6,345 $ 6,399

United Kingdom regulations require trustees to adopt a prudent approach to funding required contributions to defined benefit pension plans.

The UK DB Plan expects to make $ 336 of benefit payments in 2025 prior to the termination of the plan in early 2026.

Buy-in contract

The Company determines the fair value of plan assets based on the price that would be received for an asset in the principal or most advantageous market in an orderly transaction between market participants.

Fair value measurements reflect assumptions that market participants would use in pricing the assets, including assumptions about risk and the risks inherent in the valuation techniques and the inputs used.

The fair value hierarchy is based on whether the inputs to valuation techniques are observable or unobservable.

Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s own assumptions of what market participants would use.

The fair value hierarchy includes three levels of inputs that may be used to measure fair value as described below.

Quoted market prices in active markets for identical assets or liabilities.

Observable market-based inputs or unobservable inputs that are corroborated by market data.

Unobservable inputs that are not corroborated by market data.

The classification of plan assets within the hierarchy is based on the lowest level of input that is significant to the fair value measurement.

Cash equivalents:

The Company uses quoted market prices to determine the fair value of these investments in interest-bearing cash accounts and they are classified as Level 1 of the fair value hierarchy.

The carrying amounts approximate fair value because of the short maturity of the instruments.

The Company uses valuation techniques that incorporate observable inputs including yield curves, reported trades, and broker-quoted prices and are classified as Level 2 of the fair value hierarchy.

Buy-in contract:

The Company values the buy-in contract on an insurer pricing basis, which reflects the purchase price adjusted for changes in discount rates and other actuarial assumptions, which approximates fair value and as a result is classified as Level 3 in the fair value hierarchy.

Defined Contribution Plans

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United States

Canada 124 114

United Kingdom

$ 4,046 $ 4,133

Commitments and Contingent Liabilities

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In addition, the product warranty accrual is adjusted periodically based on the identification or resolution of known individual product warranty claims.

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The following table sets forth the Company’s product warranty accrual:

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Under the Settlement Agreement, the Company and CXT agreed to pay UPRR the aggregate amount of $ 50,000 without pre-judgment interest, which began with a $ 2,000 immediate payment, and with the remaining $ 48,000 paid in installments over a six-year period commencing on the effective date of the Settlement Agreement through December 2024 pursuant to a Promissory Note.

Additionally, commencing in January 2019 and continuing through December 2024, UPRR agreed to purchase and has been purchasing from the Company and its subsidiaries and affiliates, a cumulative total amount of $ 48,000 of products and services, targeting $ 8,000 of annual purchases per year beginning March 13, 2019 per letters of intent under the Settlement Agreement.

During the third quarter of 2021, in connection with the Company’s divestiture of its Piling Products division, the targeted annual purchases per year were reduced to $ 6,000 for 2021 through 2024.

The Settlement Agreement also includes a mutual release of all claims and liability regarding or relating to all CXT pre-stressed concrete railroad ties with no admission of liability and dismissal of the litigation with prejudice.

As of December 31, 2024 the UPRR Settlement Agreement has been fully paid.

The Company reclassified $ 6,600 of the previously accrued warranty reserve related to the UPRR matter into its aggregate accrued settlement liability of $ 50,000 as of December 31, 2018.

Therefore, the Company recognized $ 43,400 in expense for the year ended December 31, 2018 for the remaining amount per the Settlement Agreement, which was recorded in “Concrete Tie Settlement expense” within its Consolidated Statements of Operations.

As of December 31, 2023, $ 8,000 was recorded within “Current portion of accrued settlement” within the Consolidated Balance Sheets.

The UPRR Settlement Agreement was fully paid in 2024.

Other Legal Matters

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the Company was not a recipient of this Unilateral Administrative Order.

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requesting a "good faith offer" from certain PRPs as to remediation and reimbursement of costs within 120 days, which, if accepted, would lead to a formal Consent Decree which may not be entered under the EPA's proposed schedule until fall of 2026 or by March 2027.

The deadline for a response has been extended to May 30, 2025.

The Company cannot predict the ultimate impact of these proceedings and the SNLs because of the large number of PRPs involved throughout the harbor site, the size and extent of the site, the degree of contamination of various wastes, varying environmental impacts throughout the harbor site, the scarcity of data related to the facility once operated by the Company and a predecessor, potential comparative liability between the allocation parties and regarding non-participants, and the speculative nature of the remediation costs.

On December 2, 2024, the Company and many other PRPs received a Special Notice Letter ("SNL") from the EPA regarding a formal initiation of negotiations for the investigation and cleanup of the Portland Harbor Superfund Site and requesting a "good faith offer" from certain PRPs as to remediation and reimbursement of costs within 120 days, which, if accepted, would lead to a formal Consent Decree which may not be entered under the EPA's proposed schedule until fall of 2026 or by March 2027.

The deadline for a response was extended to May 30, 2025, and the Company responded, along with other similarly-situated parties, in a timely manner.

The Company cannot predict the ultimate impact of these proceedings and the SNLs because of the large number of PRPs involved

throughout the harbor site, the size and extent of the site, the degree of contamination of various wastes, varying environmental impacts throughout the harbor site, the scarcity of data related to the facility once operated by the Company and a predecessor, potential comparative liability between the allocation parties and regarding non-participants, and the speculative nature of the remediation costs.

Based upon information currently available, management does not believe that the Company’s alleged PRP status regarding the Portland Harbor Superfund Site or other compliance with the present environmental protection laws will have a material adverse effect on the financial condition, results of operations, cash flows, competitive position, or capital expenditures of the Company.

As more information develops and the allocation process is completed, and given the resolution factors like those described above, an unfavorable resolution could have a material adverse effect.

As more information develops and the allocation process is completed, and given the resolution of factors like those described above, an unfavorable resolution could have a material adverse effect.

As of December 31, 2025 and December 31, 2024, the Company maintained environmental reserves approximating $ 1,495 and $ 1,796 , respectively.

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This adjustment was recorded to reflect the Company's current expectations of probable environmental remediation costs based on remediation progress, prospective estimates of required activity, and historical analysis.

Other Expense

The following table summarizes the Company’s other expense - net for the years ended December 31, 2024 and 2023:

Other (Income) Expense - Net

The following table summarizes the Company’s other (income) expense - net for the years ended December 31, 2025 and 2024:

Pension termination costs (a)

Loss on the sale of Chemtec (b) — 2,065

Loss on the sale of Concrete Ties (c) — 1,009

Insurance proceeds (d) ( 38 ) ( 215 )

Foreign currency (gains) losses ( 154 ) 77

Other ( 454 ) ( 301 )

Other expense - net $ 1,076 $ 2,635

During the fourth quarter of 2024, the Company terminated its US DB Plan generating pension settlement costs of $ 1,722 .

On June 30, 2023, the Company sold substantially all the operating assets of the Ties business, located in Spokane, WA, generating a $ 1,009 loss on the sale.

In 2024 and 2023, the Company received $ 38 and $ 215 in insurance proceeds, respectively.

Foreign currency losses (gains)

(Gain) loss on joint venture

Other (income) expense - net

During the fourth quarter of 2024, the Company terminated its US DB Plan generating pension settlement costs.

Restructuring Costs

During the year ended December 31, 2025, the Company announced a restructuring program aligned with its strategy to reduce costs within the UK-based Technology Services and Solutions businesses within the Rail segment.

The restructuring action has been completed as of December 31, 2025.

The Company has incurred a total of $ 2,184 in restructuring and other costs associated with this program, which includes $ 695 in inventory write-offs, $ 95 in fixed asset write-offs, $ 524 in personnel expenses, $ 717 in lease termination costs, and $ 153 in other costs.

Costs of $ 780 were recorded in “Cost of services sold”, $ 173 were recorded in “Cost of goods sold”, and $ 1,231 were recorded in “Selling and administrative expenses” within our Rail segment.

The Company does not expect to incur additional material costs associated with this program.

During the year ended December 31, 2025, the Company announced the AMH Exit which was reported in the Technology Services and Solutions business unit within the Rail segment.

The decision to exit was due to the Company's initiatives to scale back businesses in the United Kingdom.

The Company completed the remaining customer obligations in 2025.

The Company incurred a total of $ 1,351 in exit costs associated with the AMH Exit, which included $ 615 in inventory write-offs, $ 40 in fixed asset write-offs, $ 507 in personnel expenses, and $ 189 in other exit costs.

Exit costs of $ 1,085 were recorded in “Cost of goods sold” and $ 266 were recorded in “Selling and administrative expenses” within our Rail segment.

The Company does not expect to incur additional material costs associated with this exit.

In August 2024, the Company announced an enterprise restructuring program aligned with its strategy to reduce costs and enable investment in its growth platforms.

The restructuring action has been completed as of December 31, 2024.

The following table sets forth restructuring costs by segment for the year ended December 31, 2024:

Year Ended December 31,

Rail, Technologies, and Services $ 1,134

Infrastructure Solutions 113

Corporate 209

Total $ 1,456

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The Company's $ 1,456 restructuring expense relates primarily to severance.

Of the total restructuring costs incurred for the year ended December 31, 2024, $ 245 was recorded in “Cost of goods sold” and $ 1,211 was reported in “Selling and administrative expense.” The Company does not anticipate any additional restructuring expense to be incurred associated with this program.

The following table sets forth a reconciliation of the beginning and ending restructuring liability balance through December 31, 2024 (the remaining liability is expected to be paid in 2025):

For the year ended

December 31, 2024, the Company incurred $ 1,456 of restructuring expense, related primarily to severance costs.

Of the total restructuring costs, $ 245 was recorded in “Cost of goods sold” and $ 1,211 was recorded in “Selling and administrative expense.” By business segment, the Company incurred $ 1,134 of restructuring costs in Rail, $ 113 in Infrastructure, and $ 209 in Corporate.

As of December 31, 2024, the Company's restructuring liability for this program was $ 687 , all of which has been paid out as of December 31, 2025.

The following table sets forth a reconciliation of the beginning and ending restructuring liability balance for all programs through December 31, 2025:

Restructuring Liability

Balance as of December 31, 2024

Restructuring costs 1,456

Cash paid ( 769 )

Personnel, lease termination, and other exit costs

Balance as of December 31, 2025

Subsequent Events

On March 3, 2025, the Company’s Board of Directors authorized the repurchase of up to $ 40,000 of the Company’s common stock in open market transactions and/or 10b5-1 trading plans through February 29, 2028.

Any repurchases will be subject to the Company’s liquidity, including availability of borrowings and covenant compliance under its revolving credit facility, and other capital needs of the business.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data