FOSTER L B CO 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of L.B. Foster Company Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of L.B. Foster Company and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with U.S. 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, 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 These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 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. The Company’s performance obligations under long-term agreements with its customers are generally satisfied over time. Revenue under these long-term agreements is generally recognized over time using an input measure based upon the proportion of actual costs incurred to estimated total project costs, which the Company believes best depicts the Company’s performance to date under the terms of the contract. For the year ended December 31, 2025, the Company recorded $29.1 million of over time input method revenue within net sales on its consolidated statement of operations. Accounting for these long-term agreements involves the use of various techniques to estimate total revenues and costs. Contract estimates are based on various assumptions to project the outcome of future events that may span several years. These assumptions include, among other things, sub-contractor costs, material costs, and total collections from the customer. Significant changes in the above estimates could impact the timing and amount of revenue and profitability of the Company’s long-term contracts. 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. 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. To test the total estimates for long-term contracts, our audit procedures included, among others, obtaining an understanding of the contract, evaluating the consistency of estimated costs with the initial budget, and understanding margin changes throughout the life of the contract. We also performed a retrospective review of management’s estimates for a sample of completed contracts by comparing initial estimates with the actual historical data to assess management’s ability to estimate. /s/ Ernst & Young LLP We have served as the Company’s auditor since 1990 Pittsburgh, Pennsylvania March 5, 2026 30 Table of Contents L.B. FOSTER COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except share data) December 31, 2025 2024 ASSETS Current assets: Cash and cash equivalents $ 4,348 $ 2,454 Accounts receivable - net (Note 5) 80,551 64,978 Contract assets (Note 3) 6,395 16,720 Inventories - net (Note 6) 60,219 70,506 Other current assets 5,358 6,947 Total current assets 156,871 161,605 Property, plant, and equipment - net (Note 7) 77,183 75,374 Operating lease right-of-use assets - net (Note 8) 28,309 18,480 Other assets: Goodwill (Note 4) 33,062 31,907 Other intangibles - net (Note 4) 11,526 14,801 Deferred tax assets (Note 13) 20,355 28,900 Other assets 3,066 3,483 TOTAL ASSETS $ 330,372 $ 334,550 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 52,519 $ 50,083 Deferred revenue (Note 3) 5,900 10,205 Accrued payroll and employee benefits 11,346 15,393 Current maturities of long-term debt (Note 9) 153 167 Other accrued liabilities 14,003 12,448 Total current liabilities 83,921 88,296 Long-term debt (Note 9) 42,603 46,773 Deferred tax liabilities (Note 13) 903 1,150 Long-term operating lease liabilities (Note 8) 24,266 14,709 Other long-term liabilities 2,681 4,608 Stockholders’ equity: Common stock, par value $ 0.01 , authorized 20,000,000 shares; shares issued at December 31, 2025 and December 31, 2024, 11,115,779 ; shares outstanding at December 31, 2025 and December 31, 2024, 10,135,410 and 10,573,432 , respectively (Note 10) 111 111 Paid-in capital 44,782 43,550 Retained earnings 175,124 167,579 Treasury stock - at cost, common stock, shares at December 31, 2025 and December 31, 2024, 980,369 and 542,347 , respectively (Note 10) ( 23,852 ) ( 11,208 ) Accumulated other comprehensive loss (Note 11) ( 20,889 ) ( 21,716 ) Total L.B. Foster Company stockholders’ equity 175,276 178,316 Noncontrolling interest 722 698 Total stockholders’ equity 175,998 179,014 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 330,372 $ 334,550 The accompanying notes are an integral part of these Consolidated Financial Statements. 31 Table of Contents L.B. FOSTER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share data) Year Ended December 31, 2025 2024 Sales of goods $ 481,392 $ 462,659 Sales of services 58,617 68,106 Total net sales (Note 3) 540,009 530,765 Cost of goods sold 370,947 352,556 Cost of services sold 55,310 60,147 Total cost of sales 426,257 412,703 Gross profit 113,752 118,062 Selling and administrative expenses 88,556 96,398 (Gain) on sale of former joint venture facility — ( 3,477 ) Amortization expense (Note 4) 3,311 4,628 Operating income 21,885 20,513 Interest expense - net 4,889 4,992 Other (income) expense - net (Note 17) ( 420 ) 1,076 Income before income taxes 17,416 14,445 Income tax expense (benefit) (Note 13) 9,997 ( 28,398 ) Net income 7,419 42,843 Net loss attributable to noncontrolling interest ( 126 ) ( 103 ) Net income attributable to L.B. Foster Company $ 7,545 $ 42,946 Basic earnings per common share (Note 12) $ 0.73 $ 4.01 Diluted earnings per common share (Note 12) $ 0.69 $ 3.89 Basic weighted average shares outstanding 10,374 10,721 Diluted weighted average shares outstanding 10,882 11,048 The accompanying notes are an integral part of these Consolidated Financial Statements. 32 Table of Contents L.B. FOSTER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) Year Ended December 31, 2025 2024 Net income $ 7,419 $ 42,843 Other comprehensive income (loss), net of tax: Foreign currency translation adjustment 2,790 ( 2,887 ) Unrealized loss on cash flow hedges, net of tax benefit of $ 99 and $ 203 , respectively ( 289 ) ( 593 ) Pension and post-retirement benefit plans benefit, net of tax benefit $ 0 ( 1,524 ) — Reclassification of pension liability adjustments to earnings, net of tax expense of $ 0 and $ 424 , respectively* — 1,014 Total comprehensive income 8,396 40,377 Less comprehensive loss attributable to noncontrolling interest: Net loss attributable to noncontrolling interest ( 126 ) ( 103 ) Foreign currency translation adjustment 150 77 Amounts attributable to noncontrolling interest 24 ( 26 ) Comprehensive income attributable to L.B. Foster Company $ 8,372 $ 40,403 * 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 (income) expense - net . The accompanying notes are an integral part of these Consolidated Financial Statements. 33 Table of Contents L.B. FOSTER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 7,419 $ 42,843 Adjustments to reconcile net income to cash provided by operating activities: Deferred income taxes 8,369 ( 29,145 ) Depreciation 9,143 9,452 Amortization 3,311 4,628 Inventory and fixed asset impairments 1,445 — Equity (income) loss in nonconsolidated investment ( 65 ) 14 Gain on sales and disposals of property, plant, and equipment — ( 4,431 ) Stock-based compensation 5,056 3,834 Change in operating assets and liabilities: Accounts receivable ( 14,766 ) ( 12,262 ) Contract assets 11,059 12,433 Inventories 9,581 2,376 Other current assets 1,768 924 Other noncurrent assets 4,747 ( 3,437 ) Accounts payable 2,010 10,399 Deferred revenue ( 4,479 ) ( 2,230 ) Accrued payroll and employee benefits ( 4,157 ) ( 1,469 ) Accrued settlement — ( 8,000 ) Other current liabilities 1,007 ( 6,703 ) Other liabilities ( 5,829 ) 3,406 Net cash provided by operating activities 35,619 22,632 CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from the sale of property, plant, and equipment 51 3,895 Capital expenditures on property, plant, and equipment ( 10,424 ) ( 9,791 ) Acquisitions, net of cash acquired — ( 416 ) Net cash used in investing activities ( 10,373 ) ( 6,312 ) CASH FLOWS FROM FINANCING ACTIVITIES: Repayments of debt ( 313,545 ) ( 230,640 ) Proceeds from debt 308,005 222,646 Debt issuance costs ( 706 ) — Treasury stock acquisitions ( 16,511 ) ( 8,237 ) Deferred payment for Skratch acquisition ( 782 ) — Net cash used in financing activities ( 23,539 ) ( 16,231 ) Effect of exchange rate changes on cash and cash equivalents 187 ( 195 ) Net increase (decrease) in cash and cash equivalents 1,894 ( 106 ) Cash and cash equivalents at beginning of period 2,454 2,560 Cash and cash equivalents at end of period $ 4,348 $ 2,454 Supplemental disclosure of cash flow information: Net interest paid $ 4,924 $ 4,659 Net income taxes paid $ 1,631 $ 1,628 The accompanying notes are an integral part of these Consolidated Financial Statements. 34 Table of Contents L.B. FOSTER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands, except share data) Common Stock Paid-in Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive Loss Noncontrolling Interest Total Balance, December 31, 2023 $ 111 $ 43,111 $ 124,633 $ ( 6,494 ) $ ( 19,250 ) $ 724 $ 142,835 Net income (loss) — — 42,946 — — ( 103 ) 42,843 Other comprehensive income (loss), net of tax: Pension liability adjustment — — — — 1,014 — 1,014 Foreign currency translation adjustment — — — — ( 2,887 ) 77 ( 2,810 ) Unrealized derivative loss on cash flow hedges — — — — ( 593 ) — ( 593 ) Purchase of 300,302 common shares for treasury — — — ( 6,808 ) — — ( 6,808 ) Issuance of 139,799 common shares, net of shares withheld for taxes — ( 3,523 ) — 2,094 — — ( 1,429 ) Stock-based compensation — 3,834 — — — — 3,834 Investment of noncontrolling interest — 128 — — — — 128 Balance, December 31, 2024 111 43,550 167,579 ( 11,208 ) ( 21,716 ) 698 179,014 Net income (loss) — — 7,545 — — ( 126 ) 7,419 Other comprehensive income (loss), net of tax: Pension asset adjustment — — — — ( 1,524 ) — ( 1,524 ) Foreign currency translation adjustment — — — — 2,640 150 2,790 Unrealized derivative loss on cash flow hedges — — — — ( 289 ) — ( 289 ) Purchase of 582,389 common shares for treasury — — — ( 14,436 ) — — ( 14,436 ) Issuance of 144,367 common shares, net of shares withheld for taxes — ( 3,824 ) — 1,792 — — ( 2,032 ) Stock-based compensation — 5,056 — — — — 5,056 Balance, December 31, 2025 $ 111 $ 44,782 $ 175,124 $ ( 23,852 ) $ ( 20,889 ) $ 722 $ 175,998 The accompanying notes are an integral part of these Consolidated Financial Statements. 35 Table of Contents L.B. FOSTER COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except share data unless otherwise noted) Note 1. Summary of Significant Accounting Policies Organization, operations, and basis of consolidation The Consolidated Financial Statements include the accounts of L.B. Foster Company and its wholly-owned subsidiaries, joint ventures, and partnerships in which a controlling interest is held. Inter-company transactions and accounts have been eliminated. The Company utilizes the equity method of accounting for companies where its ownership is less than or equal to 50% and significant influence exists. L.B. Foster Company (together with its subsidiaries, the “Company”) is a global technology solutions provider of engineered, manufactured products and services that builds and supports infrastructure. The Company’s innovative engineering and product development solutions address the safety, reliability, and performance needs of its customers’ most challenging requirements. The Company maintains locations in North America, South America, Europe, and Asia. The Company is organized and operated in two reporting segments: Rail, Technologies, and Services (“Rail”) and Infrastructure Solutions (“Infrastructure”). 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 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. 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, 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. Significant accounting policies Cash and cash equivalents The Company considers cash and other instruments with maturities of three months or less when purchased to be cash and cash equivalents. The Company invests available funds in a manner to preserve investment principal and maintain liquidity. Cash and cash equivalents held in non-domestic accounts were $ 4,029 and $ 1,882 as of December 31, 2025 and 2024, respectively. Accounts Receivable Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus trade receivables do not bear interest. Credit is extended based upon an evaluation of the customer’s financial condition and, while collateral is not required, the Company periodically receives surety bonds that guarantee payment. 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 36 Table of Contents contracts. Management also regularly reviews collection patterns and future expected collections and makes necessary revisions to allowance for credit losses related to contract assets. Inventory Inventory is valued at the lower of average cost or net realizable value. Slow-moving inventory is reviewed and adjusted regularly, based upon product knowledge, physical inventory observation, inventory turnover, and the age of the inventory. Inventory costs include materials, direct labor, manufacturing overhead, and other direct costs. Property, plant, 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 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. Maintenance, repairs, and minor renewals are charged to operations as incurred. Major renewals and betterments that substantially extend the useful life of the property are capitalized at cost. 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. Goodwill and other intangible assets Goodwill is the cost of an acquisition less the fair value of the identifiable net assets of the acquired business. Goodwill is tested annually for impairment or more often if there are indicators of impairment within a reporting unit. A reporting unit is an operating segment or a component of an operating segment for which discrete financial information is available and reviewed by management on a regular basis. The goodwill impairment test involves comparing the fair value of a reporting unit to its carrying value, including goodwill. When evaluating for impairment the Company may first consider qualitative factors to assess whether there are indicators that it is more likely than not that the fair value of a reporting unit may not exceed its carrying amount. If we do not perform a qualitative assessment, or if we determine that it is more like than not that the fair value of the reporting unit does not exceed its carrying value, we perform a quantitative assessment by comparing the fair value of a reporting unit to its carrying value, including goodwill. 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 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 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 has no indefinite-lived intangible assets. The Company reviews a long-lived intangible asset for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. All intangible assets are amortized over their estimated useful lives. Environmental remediation and compliance Environmental remediation costs are accrued when a liability is probable and costs are estimable. Environmental compliance costs, which principally include the disposal of waste generated by routine operations, are expensed as incurred. Reserves are not reduced by potential claims for recovery and are not discounted. Claims for recovery are recognized as agreements are reached with third parties or as amounts are received. Reserves are periodically reviewed throughout the year and adjusted to reflect current remediation progress, prospective estimates of required activity, and other factors that may be relevant, including changes in technology or regulations. 37 Table of Contents Revenue recognition 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 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. Advance payments from customers typically relate to contracts for which the Company has significantly fulfilled its obligations, but due to the Company’s continuing involvement with the project, revenue is precluded from being recognized until the performance obligation is met for the customer. Product warranty The Company maintains a current warranty liability for the repair or replacement of defective products. For certain manufactured products, an accrual is made on a monthly basis as a percentage of cost of sales based upon historical experience. For long-lived construction products, a warranty is established when the claim is known and quantifiable. The product warranty accrual is periodically adjusted based on the identification or resolution of known individual product warranty claims or due to changes in the Company’s historical warranty experience. As of December 31, 2025 and 2024, the product warranty reserve was $ 652 and $ 602 , respectively. Income taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred taxes are measured using enacted tax laws and rates expected to be in effect when such differences are recovered or settled. The effect of a change in tax rates on deferred taxes is recognized in income in the period that includes the enactment date of the change. The Company has also elected to record income taxes associated with global intangible low-taxed income (“GILTI”) as period costs if and when incurred. The Company makes judgments regarding the recognition of deferred tax assets and the future realization of these assets. As prescribed by the FASB’s ASC 740, “Income Taxes” and applicable guidance, valuation allowances must be provided for those deferred tax assets for which it is more likely than not (a likelihood of more than 50%) that some portion or all of the deferred tax assets will not be realized. The guidance requires the Company to evaluate positive and negative evidence regarding the recoverability of deferred tax assets. The determination of whether the positive evidence outweighs the negative evidence and quantification of the valuation allowance requires the Company to make estimates and judgments of future financial results. The Company has concluded that for purposes of quantifying valuation allowances, it would be appropriate to consider the reversal of taxable temporary differences related to indefinite-lived intangible assets when assessing the realizability of deferred tax assets that upon reversal, would give rise to operating losses that do not expire. The Company evaluates all tax positions taken on its federal, state, and foreign tax filings to determine if the position is more likely than not to be sustained upon examination. For positions that meet the more likely than not to be sustained criteria, the largest amount of benefit to be realized upon ultimate settlement is determined on a cumulative probability basis. A previously recognized tax position is derecognized when it is subsequently determined that a tax position no longer meets the more likely than not threshold to be sustained. The evaluation of the sustainability of a tax position and the expected tax benefit is based on judgment, historical experience, and various other assumptions. Actual results could differ from those estimates upon subsequent resolution of identified matters. The Company accrues interest and penalties related to unrecognized tax benefits in its provision for income taxes. Foreign currency translation The assets and liabilities of the Company’s foreign subsidiaries are measured using the local currency as the functional currency and are translated into US dollars at exchange rates as of the balance sheet date. Income statement amounts are translated at the weighted-average rates of exchange during the year. 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.” Research and development The Company expenses research and development costs as costs are incurred. For the years ended December 31, 2025 and 2024, research and development expenses were $ 3,643 and $ 2,831 , respectively, and were principally related to the Company’s friction management and railroad monitoring system products within the Rail segment. Recently issued accounting guidance 38 Table of Contents In December 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). 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. 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. Note 2. Business Segments The Company determines its operating segments based on how the Company’s CODM, the Company’s President and Chief Executive Officer, manages the businesses, including resource allocation and operating decisions. The Company is organized into two operating segments, which represent the individual businesses that are run separately within this operational structure. Operating segments are evaluated on their segment operating income contribution to the Company’s consolidated results. The Company considers the aggregation of operating segments into reporting segments based on the nature of offerings, nature of production services, the type or class of customer for products and services, methods used to distribute products and services, and economic and regulatory environment conditions. The Company has two reportable segments: Rail and Infrastructure. The Company’s segments represent components of the Company (a) that engage in activities from which revenue is generated and expenses are incurred, (b) whose operating results are regularly reviewed by the CODM, who uses such information to make decisions about resources to be allocated to the segments, and (c) for which discrete financial information is available. The CODM uses segment operating income to determine resources to allocate to each segment (including personnel and financial resources) during the annual budgeting process. The CODM evaluates segment performance regularly by comparing the segment operating income to the budgeted measure. The Company’s Rail reporting segment consists of the Rail Products, Global Friction Management, and Technology Services and Solutions business units, which was evaluated based on the factors outlined above. The Rail reporting segment engineers, manufactures, and assembles friction management products and railway wayside data collection, application systems, railroad condition monitoring systems and equipment, wheel impact load detection systems, management systems, and provides services for these products. The Rail segment also provides a full line of new and used rail, trackwork, and accessories to railroads, mines, and other customers in the rail industry as well as designs and produces insulated rail joints, power rail, track fasteners, coverboards, and special accessories for mass transit and other rail systems. 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. 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 39 Table of Contents 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 and other wet/dry utilities concrete products. 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 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. 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. Additionally, segment operating income includes allocated corporate operating expenses associated with central services such as quality, logistics, environmental health and safety, information technology, insurance, and human resources. Other corporate functional costs that are associated with the operating segments are also allocated to the segments such as finance, marketing, credit and collections, and treasury functions. Operating expenses related to corporate headquarter functions are allocated to each segment based on segment headcount, revenue contribution, or activity of the business units within the segments, based on the corporate activity type provided to the segment. Management believes the allocation of corporate operating expenses provides an accurate presentation of how the segments utilize corporate support activities. This provides the CODM meaningful segment profitability information to support operating decisions and the allocation of resources. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies found in Note 1. Certain corporate costs are separately managed on a consolidated basis and are not allocated to the operating segments. These corporate costs include public company costs such as listing fees, audit fees, compliance costs, insurance costs, and Board of Directors fees. Additionally, certain corporate executive management costs, including costs of the corporate executive leadership team, and corporate management stock-based compensation expenses are not allocated to the operating segments. Finally, interest expense, income taxes, and certain other items included in other expense - net, which are managed on a consolidated basis, are not allocated to the operating segments. The operating results of the Company’s reportable segments were as follows as of and for the years ended December 31: 40 Table of Contents 2025 Rail, Technologies, and Services Infrastructure Solutions Total Net sales $ 305,726 $ 234,283 $ 540,009 Less: Cost of sales ( 243,396 ) ( 182,861 ) ( 426,257 ) Selling and administrative employment costs ( 29,301 ) ( 23,441 ) ( 52,742 ) Purchased services (1) ( 6,679 ) ( 5,632 ) ( 12,311 ) General administrative costs (2) ( 8,628 ) ( 5,381 ) ( 14,009 ) Amortization expense ( 2,130 ) ( 1,181 ) ( 3,311 ) Segment operating income $ 15,592 $ 15,787 $ 31,379 Reconciliation of segment operating income Total segment operating income $ 31,379 Interest expense - net ( 4,889 ) Other income - net 420 Public company costs ( 4,395 ) Corporate executive management costs ( 2,130 ) Corporate management stock-based compensation ( 2,864 ) Other corporate expenses ( 105 ) Income before income taxes $ 17,416 (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. 41 Table of Contents 2024 Rail, Technologies, and Services Infrastructure Solutions Total Net sales $ 326,869 $ 203,896 $ 530,765 Less: Cost of sales ( 254,400 ) ( 158,303 ) ( 412,703 ) Selling and administrative employment costs ( 32,002 ) ( 23,868 ) ( 55,870 ) Purchased services (1) ( 7,410 ) ( 6,336 ) ( 13,746 ) General administrative costs (2) ( 7,796 ) ( 4,735 ) ( 12,531 ) Amortization expense ( 3,349 ) ( 1,279 ) ( 4,628 ) Segment operating income $ 21,912 $ 9,375 $ 31,287 Reconciliation of segment operating income Total segment operating income $ 31,287 Gain on sales of former joint venture facility 3,477 Interest expense - net ( 4,992 ) Other expense - net ( 1,076 ) Public company costs ( 5,755 ) Corporate executive management costs ( 5,726 ) Corporate management stock-based compensation ( 2,065 ) Other corporate expenses ( 705 ) Income before income taxes $ 14,445 (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. 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. 42 Table of Contents 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: 2025 Segment Assets Depreciation/Amortization Expenditures for Long-Lived Assets Rail, Technologies, and Services $ 155,552 $ 3,651 $ 1,962 Infrastructure Solutions 128,489 6,741 6,665 Reportable segment total 284,041 10,392 8,627 Corporate 46,331 2,062 1,797 Total $ 330,372 $ 12,454 $ 10,424 2024 Segment Assets Depreciation/Amortization Expenditures for Long-Lived Assets Rail, Technologies, and Services $ 158,859 $ 4,793 $ 2,032 Infrastructure Solutions 123,755 7,417 6,366 Reportable segments total 282,614 12,210 8,398 Corporate 51,936 1,870 1,393 Total $ 334,550 $ 14,080 $ 9,791 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. The following table summarizes the Company’s sales by major geographic region in which the Company had operations for the years ended December 31: 2025 2024 United States $ 481,422 $ 454,694 Canada 19,413 22,088 United Kingdom 32,429 44,086 Other 6,745 9,897 Total net sales $ 540,009 $ 530,765 The following table summarizes the Company’s long-lived assets by geographic region as of December 31: 2025 2024 United States $ 74,179 $ 72,899 Canada 498 151 United Kingdom 1,955 1,765 Other 551 559 Total property, plant, and equipment - net $ 77,183 $ 75,374 43 Table of Contents The following table summarizes the Company’s sales by major product and service line for the years ended December 31: December 31, 2025 2024 Rail Products $ 188,255 $ 207,696 Global Friction Management 78,513 65,984 Technology Services and Solutions 38,958 53,189 Rail, Technologies, and Services 305,726 326,869 Precast Concrete Products 163,123 136,043 Steel Products 71,160 67,853 Infrastructure Solutions 234,283 203,896 Total net sales $ 540,009 $ 530,765 Note 3. Revenue 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 contract, either implicit or explicit, by transferring the promised product or rendering a service to its customer either when its customer obtains control of the product or as the service is rendered. A performance obligation is a promise in a contract to transfer a distinct product or render a specific service to a customer. A contract’s transaction price is allocated to each distinct performance obligation. The majority of the Company’s contracts have a single performance obligation, as the promise to transfer products or render services is not separately identifiable from other promises in the contract and, therefore, not distinct. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products or providing services. Revenue is recorded net of returns, allowances, and customer discounts. Sales, value added, and other taxes collected from customers and remitted to governmental authorities are accounted for on a net (excluded from revenues) basis. Shipping and handling costs are included in cost of goods sold. The Company’s performance obligations under long-term agreements with its customers are generally satisfied over time. Over time revenue is primarily comprised of transit infrastructure and technology services and solutions projects within the Rail segment, precast concrete buildings within the Precast Concrete Products division in the Infrastructure segment, and long-term bridge projects and custom precision metering systems within the Steel Products division in the Infrastructure segment. Revenue under these long-term agreements is generally recognized over time, either using an input measure based upon the proportion of actual costs incurred to estimated total project costs or an input measure based upon actual labor costs as a percentage of estimated total labor costs, depending upon which measure the Company believes best depicts the Company’s performance to date under the terms of the contract, or an output method, specifically units delivered, based upon certain customer acceptance and delivery requirements. The Company records contract liabilities in “Deferred revenue” within the Consolidated Balance Sheets. Deferred revenue of $ 5,900 and $ 10,205 as of December 31, 2025 and 2024, respectively, consisted of customer billings or payments received for which the revenue recognition criteria had not yet been met as well as contract liabilities (billings in excess of costs) on over time revenue projects. 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, 2025 2024 2025 2024 Over time input method $ 29,063 $ 52,706 5.4 % 10.0 % Over time output method 99,413 92,548 18.4 17.4 Total over time sales $ 128,476 $ 145,254 23.8 % 27.4 % Accounting for these long-term agreements involves the use of various techniques to estimate total revenues and costs. The Company estimates profit on these long-term agreements as the difference between total estimated revenues and expected costs to complete a contract and recognizes that profit over the life of the contract. Contract estimates are based on various assumptions to project the outcome of future events that may span several years. These assumptions include, among other things, labor productivity, cost and availability of materials, and timing of funding by customers. 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 44 Table of Contents 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. These amounts are generally included in the contract’s transaction price and are allocated over the remaining performance obligations. 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. 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 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. 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, 2025 Rail, Technologies, and Services Infrastructure Solutions Total Point in time $ 264,150 $ 147,383 $ 411,533 Over time 41,576 86,900 128,476 Total net sales $ 305,726 $ 234,283 $ 540,009 Year Ended December 31, 2024 Rail, Technologies, and Services Infrastructure Solutions Total Point in time $ 263,432 $ 122,079 $ 385,511 Over time 63,437 81,817 145,254 Total net sales $ 326,869 $ 203,896 $ 530,765 The timing of revenue recognition, billings, and cash collections results in billed receivables, costs in excess of billings (contract assets), and billings in excess of costs (contract liabilities), included in deferred revenue on the Consolidated Balance Sheets. The following table sets forth the Company’s contract assets: Contract Assets Contract asset balance as of December 31, 2024 $ 16,720 Revenue recognized but not yet billed 3,607 Adjustments to contract assets ( 4,271 ) Transfers from contract asset balance to accounts receivable ( 9,661 ) Contract asset balance as of December 31, 2025 $ 6,395 The following table sets forth the Company’s contract liabilities: Contract Liabilities Contract liability balance as of December 31, 2024 $ 1,991 Revenue recognized from contract liabilities ( 1,869 ) Increase in billings in excess of costs, excluding revenue recognized 852 Balance as of December 31, 2025 $ 974 45 Table of Contents The Company has 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. 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. Note 4. 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, 2024: $ 20,231 $ 11,676 $ 31,907 Foreign currency translation impact 1,155 — 1,155 Balance as of December 31, 2025: $ 21,386 $ 11,676 $ 33,062 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: December 31, 2025 Weighted Average Amortization Period In Years Gross Carrying Value Accumulated Amortization Net Carrying Amount Patents 10 $ 324 $ ( 211 ) $ 113 Customer relationships 12 28,771 ( 22,331 ) 6,440 Trademarks and trade names 13 8,055 ( 5,818 ) 2,237 Technology 7 32,819 ( 30,224 ) 2,595 Favorable lease 6 327 ( 186 ) 141 $ 70,296 $ ( 58,770 ) $ 11,526 December 31, 2024 Weighted Average Amortization Period In Years Gross Carrying Value Accumulated Amortization Net Carrying Amount Patents 10 $ 308 $ ( 198 ) $ 110 Customer relationships 13 28,006 ( 19,958 ) 8,048 Trademarks and trade names 13 7,974 ( 5,219 ) 2,755 Technology 9 32,616 ( 28,923 ) 3,693 Favorable lease 6 327 ( 132 ) 195 $ 69,231 $ ( 54,430 ) $ 14,801 46 Table of Contents 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. Estimated annual amortization expense for the years ending December 31, 2026 and thereafter is as follows: Year Ending December 31, 2026 $ 2,396 2027 2,098 2028 1,526 2029 1,127 2030 1,122 2031 and thereafter 3,257 $ 11,526 Note 5. Accounts Receivable Accounts receivable as of December 31, 2025 and 2024 are summarized as follows: December 31, 2025 2024 Accounts receivable $ 82,181 $ 66,105 Allowance for credit losses ( 1,630 ) ( 1,127 ) Accounts receivable - net $ 80,551 $ 64,978 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 $ 514 and $ 335 for the years ended December 31, 2025 and 2024, respectively. 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. The following table sets forth the Company’s allowance for credit losses: Allowance for Credit Losses December 31, 2024 $ 1,127 Additions to the current period provision 1,163 Write-off against allowance ( 146 ) Recoveries of previous write-offs ( 514 ) December 31, 2025 $ 1,630 47 Table of Contents Note 6. Inventory Inventory is valued at average cost or net realizable value, whichever is lower. The Company’s components of inventory as of December 31, 2025 and 2024 are summarized in the following table: December 31, 2025 2024 Finished goods $ 29,754 $ 37,238 Work-in-process 4,947 6,717 Raw materials 25,518 26,551 Inventories - net $ 60,219 $ 70,506 Note 7. Property, Plant, and Equipment Property, plant, and equipment as of December 31, 2025 and 2024 consisted of the following: December 31, 2025 2024 Land $ 5,487 $ 5,864 Improvements to land and leaseholds 22,822 19,566 Buildings 32,607 31,703 Machinery and equipment, including equipment under finance leases 125,470 117,377 Construction in progress 3,594 4,415 Gross property, plant, and equipment 189,980 178,925 Less: accumulated depreciation and amortization, including accumulated amortization of finance leases ( 112,797 ) ( 103,551 ) Property, plant, and equipment - net $ 77,183 $ 75,374 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. Note 8. Leases The Company determines if an arrangement is a lease at its inception. Operating leases are included in “Operating lease right-of-use assets,” “Other accrued liabilities,” and “Long-term operating lease liabilities” within the Consolidated Balance Sheets. Finance leases are included in “Property, plant, and equipment - net,” “Current maturities of long-term debt,” and “Long-term debt” in the Consolidated Balance Sheets. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of the lease payments. The Company uses the implicit rate when readily determinable. The operating lease right-of-use asset also includes indirect costs incurred and lease payments made prior to the commencement date, less any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease and will be recognized when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components that it accounts for as a single lease component. Also, for certain equipment leases, the Company applies a portfolio approach to effectively account for the operating lease right-of-use assets and liabilities. The Company has operating and finance leases for manufacturing facilities, corporate offices, sales offices, vehicles, and certain equipment. As of December 31, 2025, its leases had remaining lease terms of 1 to 14 years, some of which include options to extend the leases for up to 10 years, and some of which include options to terminate the leases within 1 year. The balance sheet components of the leases were as follows as of December 31, 2025 and 2024: 48 Table of Contents December 31, 2025 December 31, 2024 Operating leases Operating lease right-of-use assets $ 28,309 $ 18,480 Other accrued liabilities $ 4,385 $ 3,771 Long-term operating lease liabilities 24,266 14,709 Total operating lease liabilities $ 28,651 $ 18,480 Finance leases Property, plant, and equipment $ 1,941 $ 1,545 Accumulated amortization ( 1,390 ) ( 1,072 ) Property, plant, and equipment - net $ 551 $ 473 Current maturities of long-term debt $ 153 $ 167 Long-term debt 409 306 Total finance lease liabilities $ 562 $ 473 The components of lease expense within the Consolidated Statements of Operations were as follows for the years ended December 31, 2025 and 2024: Year Ended December 31, 2025 2024 Finance lease cost: Amortization of finance leases $ 150 $ 160 Interest on lease liabilities 95 43 Operating lease cost 5,346 3,181 Sublease income ( 68 ) ( 200 ) Total lease cost $ 5,523 $ 3,184 The cash flow components of the leases were as follows for the years ended December 31, 2025 and 2024: Year Ended December 31, 2025 2024 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ ( 5,014 ) $ ( 3,746 ) Financing cash flows from finance leases ( 245 ) ( 212 ) Right-of-use assets obtained in exchange for new lease liabilities: Operating leases 15,082 6,605 Finance leases 307 — Termination of right-of use assets from operating leases ( 811 ) — The weighted-average remaining lease term (in years) and discount rate related to the operating leases were as follows for the periods presented: December 31, 2025 2024 Operating lease weighted-average remaining lease term 8 6 Operating lease weighted-average discount rate 5.2 % 5.5 % Finance lease weighted-average remaining lease term 4 4 Finance lease weighted-average discount rate 4.4 % 4.8 % 49 Table of Contents 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 2026 $ 5,672 $ 194 2027 5,139 139 2028 5,349 135 2029 4,952 132 2030 3,042 71 2031 and thereafter 11,042 — 35,196 671 Interest ( 6,545 ) ( 109 ) Total $ 28,651 $ 562 50 Table of Contents Note 9. Long-Term Debt and Related Matters Long-term debt as of December 31, 2025 and 2024 consisted of the following: December 31, 2025 2024 Revolving credit facility with an interest rate of 5.23 % as of December 31, 2025 and 6.38 % as of December 31, 2024 $ 42,194 $ 46,467 Finance leases with a weighted average interest rate of 4.40 % as of December 31, 2025 and 4.80 % as of December 31, 2024 562 473 Total debt 42,756 46,940 Less: current maturities ( 153 ) ( 167 ) Long-term portion $ 42,603 $ 46,773 The expected maturities of long-term debt for December 31, 2026 and thereafter are as follows: Year Ending December 31, 2026 $ 153 2027 115 2028 114 2029 115 2030 42,259 2031 and thereafter — Total $ 42,756 Borrowings 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 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. 51 Table of Contents 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. 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. Note 10. Stockholders’ Equity The Company had authorized shares of 20,000,000 in common stock with 11,115,779 shares issued as of December 31, 2025 and 2024. The common stock has a par value of $ 0.01 per share and the Company did not make any dividend payments during the years ended December 31, 2025 and 2024. 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. 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 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. 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. Common Stock Treasury Outstanding (Number of Shares) Balance at end of 2023 381,844 10,733,935 Issued for stock-based compensation plans, net of shares withheld for taxes ( 139,799 ) 139,799 Repurchased common stock 300,302 ( 300,302 ) Balance at end of 2024 542,347 10,573,432 Issued for stock-based compensation plans, net of shares withheld for taxes ( 144,367 ) 144,367 Repurchased common stock 582,389 ( 582,389 ) Balance at end of 2025 980,369 10,135,410 Note 11. Accumulated Other Comprehensive Loss The components of accumulated other comprehensive loss, net of tax, for the years ended December 31, 2025 and 2024, were as follows: 52 Table of Contents December 31, 2025 2024 Pension and post-retirement benefit plan adjustments $ ( 1,431 ) $ 93 Unrealized income on interest rate swap contracts 396 685 Foreign currency translation adjustments ( 19,854 ) ( 22,494 ) Accumulated other comprehensive loss $ ( 20,889 ) $ ( 21,716 ) 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 of our frozen L.B. Foster Company Merged Retirement Plan, discussed further in Note 15. Foreign currency translation adjustments are generally not adjusted for income taxes as they relate to indefinite investments in non-US subsidiaries. See Note 13 for further information. 53 Table of Contents Note 12. Earnings Per Common Share (Share amounts in thousands) The following table sets forth the computation of basic and diluted earnings per common share for the years ended December 31, 2025 and 2024: Year Ended December 31, 2025 2024 Numerator for basic and diluted earnings per common share: Net income attributable to L.B. Foster Company $ 7,545 $ 42,946 Denominator: Weighted average shares outstanding 10,374 10,721 Denominator for basic earnings per common share 10,374 10,721 Effect of dilutive securities: Stock compensation plans 508 327 Dilutive potential common shares 508 327 Denominator for diluted earnings per common share - adjusted weighted average shares outstanding and assumed conversions 10,882 11,048 Basic earnings per common share $ 0.73 $ 4.01 Diluted earnings per common share $ 0.69 $ 3.89 Note 13. Income Taxes Income before income taxes, as shown in the accompanying Consolidated Statements of Operations, includes the following components for the years ended December 31, 2025 and 2024: Year Ended December 31, 2025 2024 Domestic $ 32,916 $ 21,200 Foreign ( 15,500 ) ( 6,755 ) Income before income taxes $ 17,416 $ 14,445 Significant components of the provision for income taxes for the years ended December 31, 2025 and 2024 were as follows: Year Ended December 31, 2025 2024 Current: Federal $ 438 $ — State 199 2 Foreign 991 745 Total current 1,628 747 Deferred: Federal 7,188 ( 21,441 ) State 1,421 ( 7,691 ) Foreign ( 240 ) ( 13 ) Total deferred 8,369 ( 29,145 ) Total income tax (benefit) expense $ 9,997 $ ( 28,398 ) 54 Table of Contents 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, 2025 2024 Amount Percent Amount Percent U.S. federal statutory tax rate $ 3,657 21.0 % $ 3,033 21.0 % State and local income taxes, net of federal income tax effect* 1,418 8.1 ( 6,022 ) ( 41.7 ) Foreign tax effects Canada Federal statutory tax rate difference between Canada and United States ( 146 ) ( 0.8 ) ( 135 ) ( 0.9 ) Provincial income taxes 264 1.5 231 1.6 Tax on unremitted earnings 88 0.5 148 1.0 Other ( 57 ) ( 0.3 ) ( 66 ) ( 0.5 ) United Kingdom Federal statutory tax rate difference between United Kingdom and United States ( 682 ) ( 3.9 ) ( 349 ) ( 2.4 ) Changes in valuation allowances 4,443 25.5 2,185 15.1 Other ( 21 ) ( 0.1 ) 33 0.2 Other foreign jurisdictions 24 0.1 56 0.4 Effect of cross-border tax laws 47 0.3 1 — Tax credits ( 20 ) ( 0.1 ) ( 51 ) ( 0.3 ) Changes in valuation allowances — — ( 27,645 ) ( 191.4 ) Nontaxable or nondeductible items Nondeductible executive compensation 942 5.4 400 2.8 Share-based payment awards ( 351 ) ( 2.0 ) ( 446 ) ( 3.1 ) Meals and entertainment 185 1.0 186 1.3 Other 32 0.2 20 0.2 Changes in unrecognized tax benefits ( 175 ) ( 1.0 ) ( 66 ) ( 0.5 ) Other adjustments 349 2.0 89 0.6 Effective tax rate $ 9,997 57.4 % $ ( 28,398 ) ( 196.6 ) % * 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: 55 Table of Contents December 31, 2025 2024 U.S. federal $ 290 $ 525 U.S. state and local 345 294 Foreign: Canada 996 840 Other foreign — ( 31 ) Total foreign 996 809 Income taxes paid (net of refunds received) $ 1,631 $ 1,628 Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2025 and 2024 were as follows: December 31, 2025 2024 Deferred tax assets: Goodwill and other intangibles $ 679 $ 1,224 Deferred compensation 3,046 3,885 Contingent liabilities 364 448 Net operating loss / tax credit carryforwards 35,070 35,431 Inventories 1,451 1,082 Warranty reserve 173 138 Accounts receivable 384 265 Interest deduction carryforward — 1,444 Capitalized research expenditures — 1,882 Other 334 453 Total deferred tax assets 41,501 46,252 Less: valuation allowance ( 12,736 ) ( 8,223 ) Net deferred tax assets 28,765 38,029 Deferred tax liabilities: Goodwill and other intangibles ( 1,118 ) ( 1,472 ) Depreciation ( 7,677 ) ( 7,845 ) Pension and post-retirement liability ( 132 ) ( 410 ) Unrealized income on interest rate swap contracts ( 10 ) ( 110 ) Unremitted earnings of foreign subsidiaries ( 155 ) ( 195 ) Other ( 222 ) ( 247 ) Total deferred tax liabilities ( 9,314 ) ( 10,279 ) Net deferred tax (liabilities) assets $ 19,451 $ 27,750 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. The Company has considered all available evidence, both positive and negative, in assessing the need for a valuation allowance in each jurisdiction. During 2024, the Company reversed $ 34,210 of its valuation allowance previously recorded against certain U.S. federal and state deferred tax assets. The positive evidence considered in evaluating U.S. federal and state deferred tax assets included the Company's cumulative financial income position over the previous three years, as well as the composition and reversal patterns of existing taxable and deductible temporary differences between financial reporting and tax. Based on our evaluation, the Company believed it was appropriate to rely on forecasted future taxable income to support its U.S. federal and state deferred tax assets. The amount of deferred tax assets considered realizable, however, could be adjusted if negative evidence outweighs additional subjective evidence such as the Company's projections for growth. 56 Table of Contents As of December 31, 2025, the Company had a federal Net Operating Loss (“NOL”) carryforward of $ 76,546 , which is limited to 80% of taxable income annually, but may be carried forward indefinitely. The Company also has federal research tax credit carryforwards in the amount of $ 724 that will expire at various times from 2040 through 2045. Based on information available as of December 31, 2025, the Company believes it is more likely than not that the tax benefits from the federal loss carryforwards and research tax credit carryforwards will be realized. As of December 31, 2025 and 2024, the tax benefit of NOL carryforwards available for state income tax purposes was $ 9,121 and $ 9,802 , respectively. Many state NOL carryforwards will expire in various years through 2045, while some may be carried forward indefinitely. Based on information available as of December 31, 2025, the Company believes it is more likely than not that a portion of the tax benefit from state operating loss carryforwards will not be realized. In recognition of this risk, the Company has provided a valuation allowance of $ 1,997 against deferred tax assets related to state operating loss carryforwards as of December 31, 2025. 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, 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. In recognition of this risk, it has provided a valuation allowance of $ 10,739 , collectively, against deferred tax assets in foreign jurisdictions as of December 31, 2025. The determination to record or not record a valuation allowance involves management's judgment, based on the consideration of positive and negative evidence available at the time of the assessment. Management will continue to assess the realization of its deferred tax assets based upon future evidence, and may record adjustments to valuation allowances against deferred tax assets in future periods, as appropriate, that could materially impact net income. Each quarter, management reviews operations and liquidity needs in each jurisdiction to assess the Company’s intent to reinvest foreign earnings outside of the United States. As of December 31, 2025, management determined that a portion of the Company’s outside basis differences in its foreign subsidiaries would not be indefinitely reinvested outside of the United States. The Company has accrued foreign withholding taxes of $ 155 related to $ 3,100 of outside basis differences in its foreign subsidiaries that are not indefinitely reinvested as of December 31, 2025. It is management’s intent and practice to indefinitely reinvest all other undistributed earnings outside of the United States. Determination of the amount of any unrecognized deferred income tax liability associated with these undistributed earnings is not practicable because of the complexities of the hypothetical calculation. The following table provides a reconciliation of unrecognized tax benefits as of December 31, 2025 and 2024: December 31, 2025 2024 Unrecognized tax benefits at beginning of period: $ 265 $ 307 Decreases based on tax positions for prior periods ( 92 ) ( 42 ) Balance at end of period $ 173 $ 265 The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $ 173 as of December 31, 2025. The Company accrues interest and penalties related to unrecognized tax benefits in its provision for income taxes. As of December 31, 2025 and 2024, the Company had accrued interest and penalties related to unrecognized tax benefits of $ 166 and $ 294 , respectively. 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. The Company files income tax returns in the US and in various state, local, and foreign jurisdictions. The Company is subject to federal income tax examinations for the 2022 period and thereafter. 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. Note 14. Stock-based Compensation The Company applies the provisions of ASC 718, “Compensation - Stock-based Compensation,” to account for the Company’s stock-based compensation. Stock-based compensation cost is measured at the grant date based on the calculated fair value of the award and is recognized over the employees’ requisite service period. Stock forfeitures and cancellations are recognized as they occur. 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, 2025, unrecognized compensation expense for awards that the Company expects to vest 57 Table of Contents 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. 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 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 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 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 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. Compensation expense recorded by the Company related to such awards to non-employee directors was approximately $ 604 and $ 589 for the years ended December 31, 2025 and 2024, respectively. During 2025, no deferred share units were allotted to the accounts of the non-employee directors pursuant to the Deferred Compensation Plan for Non-Employee Directors. The weighted average fair value of all the restricted stock grants awarded was $ 18.65 and $ 27.45 per share for the years ended December 31, 2025 and 2024, respectively. 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. Performance unit awards are offered annually under separate three-year long-term incentive programs, unless indicated otherwise by the underlying performance unit award agreement. Performance units are subject to forfeiture and will be converted into common stock based upon the Company’s performance relative to performance measures and conversion multiples as defined in the underlying program. If the Company’s estimate of the number of performance stock awards expected to vest changes in a subsequent accounting period, cumulative compensation expense could increase or decrease. The change is recognized in the current period for the performance unit awards and would change future expense over the remaining service period. 58 Table of Contents 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: Restricted Stock Deferred Stock Units Performance Stock Units* Weighted Average Aggregate Grant Date Fair Value Outstanding as of December 31, 2023 264,970 12,404 560,338 $ 14.10 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 ( 3,417 ) — ( 437 ) 14.43 Outstanding as of December 31, 2024 203,552 — 534,521 16.31 Granted 118,473 — 127,033 18.65 Vested ( 125,594 ) — ( 88,641 ) 17.50 Canceled and forfeited ( 5,399 ) — ( 48,979 ) 20.04 Outstanding as of December 31, 2025 191,032 — 523,934 $ 16.56 *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, 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) 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. Note 15. Retirement 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 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. These plans are discussed in further detail below. On May 23, 2024, the Company's Board of Directors approved the termination of the frozen L.B. Foster Company Merged Retirement Plan (the “US DB Plan”) and the Portec Rail Products (UK) Limited Pension Scheme (the “UK DB Plan”). At such time, the Company notified all plan participants of the Company's intentions to terminate and fully settle the obligations. 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 59 Table of Contents 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 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. Benefits under the plan were based on years of service and eligible compensation during defined periods of service. The Company’s funding policy for the plan is to make minimum annual contributions required by applicable regulations. The UK DB Plan is fully funded as of December 31, 2025. The funded status of the UK DB Plan as of December 31, 2025 and 2024 was as follows: December 31, 2025 2024 Changes in benefit obligation: Benefit obligation at beginning of year $ 4,704 $ 5,011 Interest cost 253 215 Actuarial gain ( 229 ) ( 134 ) Benefits paid ( 493 ) ( 322 ) Foreign currency exchange rate changes 336 ( 66 ) Benefit obligation at end of year $ 4,571 $ 4,704 Change to plan assets: Fair value of assets at beginning of year $ 6,345 $ 6,399 Actual (loss) gain on plan assets ( 1,181 ) 137 Employer contribution — 214 Benefits paid ( 493 ) ( 322 ) Foreign currency exchange rate changes 429 ( 83 ) Fair value of assets at end of year 5,100 6,345 Funded status at end of year $ 529 $ 1,641 Amounts recognized in the consolidated balance sheets consist of: Other assets $ 529 $ 1,641 Amounts recognized in accumulated other comprehensive loss consist of: Net loss (gain) $ 1,479 $ ( 703 ) Prior service cost 45 46 Total $ 1,524 $ ( 657 ) Net periodic pension costs for the years ended December 31, 2025 and 2024 were as follows: Year Ended December 31, 2025 2024 Components of net periodic benefit cost: Interest cost $ 253 $ 215 Expected return on plan assets ( 344 ) ( 380 ) Amortization of prior service cost 25 24 Recognized net actuarial loss 43 33 Net periodic pension cost $ ( 23 ) $ ( 108 ) 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. 60 Table of Contents Year Ended December 31, 2025 2024 Discount rate 5.4 % 5.4 % Expected rate of return on plan assets 5.3 % 5.3 % The plan assets by category for the years ended December 31, 2025 and 2024 were as follows: December 31, 2025 2024 Asset Category Cash and cash equivalents $ 529 $ 139 Buy-in contract 4,571 — Bonds — 6,206 Total $ 5,100 $ 6,345 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. Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: 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. Bonds: 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 The Company sponsors five defined contribution plans for hourly and salaried employees across its domestic and international facilities. The following table summarizes the expense associated with the contributions made to these plans. Year Ended December 31, 2025 2024 United States $ 2,947 $ 2,757 Canada 173 124 United Kingdom 1,286 1,165 $ 4,406 $ 4,046 Note 16. Commitments and Contingent Liabilities 61 Table of Contents The Company is subject to product warranty claims that arise in the ordinary course of its business. For certain manufactured products, the Company maintains a product warranty accrual, which is adjusted on a monthly basis as a percentage of cost of sales. In addition, the product warranty accrual is adjusted periodically based on the identification or resolution of known individual product warranty claims. The following table sets forth the Company’s product warranty accrual: Warranty Liability Balance as of December 31, 2024 $ 602 Additions to warranty liability 667 Warranty liability utilized ( 617 ) Balance as of December 31, 2025 $ 652 On March 13, 2019, the Company and its subsidiary, CXT Incorporated (“CXT”), entered into a Settlement Agreement (the “Settlement Agreement”) with Union Pacific Railroad Company (“UPRR”) to resolve the pending litigation in the matter of Union Pacific Railroad Company v. L.B. Foster Company and CXT Incorporated , Case No. CI 15-564, in the District Court for Douglas County, Nebraska. 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. The UPRR Settlement Agreement was fully paid in 2024. Other Legal Matters The Company is also subject to other legal proceedings and claims that arise in the ordinary course of its business. Legal actions are subject to inherent uncertainties, and future events could change management’s assessment of the probability or estimated amount of potential losses from pending or threatened legal actions. Based on available information, it is the opinion of management that the ultimate resolution of pending or threatened legal actions, both individually and in the aggregate, will not result in losses having a material adverse effect on the Company’s financial position or liquidity as of December 31, 2025. If management believes that, based on available information, it is at least reasonably possible that a material loss (or additional material loss in excess of any accrual) will be incurred in connection with any legal actions, the Company discloses an estimate of the possible loss or range of loss, either individually or in the aggregate, as appropriate, if such an estimate can be made, or discloses that an estimate cannot be made. Based on the Company’s assessment as of December 31, 2025, no such disclosures were considered necessary. Environmental Matters The Company is subject to national, state, foreign, provincial, and/or local laws and regulations relating to the protection of the environment. The Company’s efforts to comply with environmental regulations may have an adverse effect on its future earnings. On June 5, 2017, a General Notice Letter was received from the United States Environmental Protection Agency (“EPA”) indicating that the Company may be a potentially responsible party (“PRP”) regarding the Portland Harbor Superfund Site cleanup along with numerous other companies. More than 140 other companies received such a notice. The Company and a predecessor owned and operated a facility near the harbor site for a period prior to 1982. The net present value and undiscounted costs of the selected remedy throughout the harbor site are estimated by the EPA to be approximately $ 1.1 billion and $ 1.7 billion, respectively, and the remedial work is expected to take as long as 13 years to complete. Other estimates indicate that these costs may increase given that the remedy will not be initiated or completed for several years. The Company is reviewing the basis for its identification by the EPA and the nature of the historic operations of a Company predecessor near the site. Additionally, the Company executed a PRP agreement which provides for a private allocation process among almost 100 PRPs in a working group whose work is ongoing and involves a process that will ultimately conclude a proposed allocation of liability for cleanup of the site and various sub-areas. The Company does not have any individual risk sharing agreements in place with respect to the site, and was only associated with the site from 1976 to when it purchased the stock of a company whose assets it sold in 1982 and which was dissolved in 1994. On March 26, 2020, the EPA issued a Unilateral Administrative Order to two parties requiring them to perform remedial design work for that portion of the Harbor Superfund Site that includes the area closest to the facility; the Company was not a recipient of this Unilateral Administrative Order. 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 62 Table of Contents 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 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. The following table sets forth the Company’s undiscounted environmental obligation: Environmental Liability Balance as of December 31, 2024 $ 1,796 Additions to environmental obligations — Environmental reserve adjustment ( 255 ) Environmental obligations utilized ( 46 ) Balance as of December 31, 2025 $ 1,495 During the year ended December 31, 2025, the Company made an adjustment to reduce its environmental obligation by $ 255 . 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. Note 17. Other (Income) Expense - Net The following table summarizes the Company’s other (income) expense - net for the years ended December 31, 2025 and 2024: 2025 2024 Pension termination costs (a) $ — $ 1,722 Foreign currency losses (gains) 211 ( 154 ) (Gain) loss on joint venture ( 65 ) 14 Other income ( 566 ) ( 506 ) Other (income) expense - net $ ( 420 ) $ 1,076 a. During the fourth quarter of 2024, the Company terminated its US DB Plan generating pension settlement costs. Note 18. 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. For the year ended 63 Table of Contents 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 $ 687 Personnel, lease termination, and other exit costs 2,090 Cash paid ( 1,931 ) Balance as of December 31, 2025 $ 846 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.