Financial Analysis

"Commitments and Contingent Liabilities 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 Companys 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 …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

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 letter …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

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 % 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

DisaggregationOfRevenueTableTextBlock

Stock-based Compensation The Company applies the provisions of ASC 718, Compensation - Stock-based Compensation, to account for the Companys 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 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 per …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

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 Companys 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) $ …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

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) 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. …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

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 Companys right to use an underlying asset for the lease term and lease liabilities represent the Companys 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 Companys 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 Companys 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 …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

Recently issued accounting guidance 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 fac …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

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 Companys contributions to the defined contribution plans are governed by the Employee Retirement Income Security Act of 1974, as amended (ERISA) and the Companys policy and investment guidelines applicable to each plan. The Companys 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 assets of the UK DB Plan for an annu …

PensionAndOtherPostretirementBenefitsDisclosureTextBlock · excerpt; the full note is in the filing

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 …

RestructuringAndRelatedActivitiesDisclosureTextBlock · excerpt; the full note is in the filing

Revenue The Companys 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 contracts transaction price is allocated to each distinct performance obligation. The majority of the Companys 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 Companys performance obligations under long-term agreements with its customers are generally satisfied over time. Over time revenue is primarily comprised of tra …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

Business Segments The Company determines its operating segments based on how the Companys CODM, the Companys 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 Companys 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 Companys 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 in …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

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 Companys 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 Companys 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 Companys 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 disco …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

"Commitments and Contingent Liabilities Product Liability Claims 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 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. Union Pacific Railroad (UPRR) Concrete Tie Matter On March 13, 2019, the Company and its subsidiary, CXT Incorporated (CXT), entered into a Settlement Agreement (the Settlement Agreement) with UPRR to resolve the then-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. As of December 31, 2024 the UPRR Settlement Agreement has been fully paid and UPRR's purchase obligations under this Agreement have been satisfied. Environmental and Legal Proceedings The Company is subject to national, state, foreign, provincial, and/or local laws and regulations relating …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

Long-Term Debt and Related Matters Long-term debt consisted of the following: September 30, 2025 December 31, 2024 Revolving credit facility $ 58,122 $ 46,467 Finance leases and financing agreements 600 473 Total 58,722 46,940 Less current maturities (167) (167) Long-term portion $ 58,555 $ 46,773 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 Companys obligations under the Credit Agreement are secured by the grant of a security interest by the Borrowers in substantially all of the assets own …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

Net sales by the timing of the transfer of goods and services was as follows for the periods presented: Three Months Ended September 30, 2025 Rail, Technologies, and Services Infrastructure Solutions Total Point in time $ 65,152 $ 39,621 $ 104,773 Over time 12,636 20,877 33,513 Total net sales $ 77,788 $ 60,498 $ 138,286 Three Months Ended September 30, 2024 Rail, Technologies, and Services Infrastructure Solutions Total Point in time $ 62,717 $ 33,462 $ 96,179 Over time 16,781 24,506 41,287 Total net sales $ 79,498 $ 57,968 $ 137,466 Nine Months Ended September 30, 2025 Rail, Technologies, and Services Infrastructure Solutions Total Point in time $ 176,250 $ 109,433 $ 285,683 Over time 31,526 62,427 93,953 Total net sales $ 207,776 $ 171,860 $ 379,636 Nine Months Ended September 30, 2024 Rail, Technologies, and Services Infrastructure Solutions Total Point in time $ 198,179 $ 98,246 $ 296,425 Over time 49,536 56,621 106,157 Total net sales $ 247,715 $ 154,867 $ 402,582 Revenue recognized over time was as follows for the periods presented: Three Months Ended September 30, Percentage of Total Net Sales Three Months Ended September 30, 2025 2024 2025 2024 Over time input method $ 6,168 $ 15,020 4.5 % 10.9 % Over time output method 27,345 26,267 19.8 19.1 Total over time sales $ 33,513 $ 41,287 24.3 % 30.0 % Nine Months Ended September 30, Percentage of Total Net Sales Nine Months Ended September 30, 2025 2024 2025 2024 Over time input method $ 20,795 $ 42,259 5.5 % 10.5 % Over …

DisaggregationOfRevenueTableTextBlock · excerpt; the full note is in the filing

Stock-Based Compensation The Company recorded stock-based compensation expense of $1,306 and $788 for the three months ended September 30, 2025 and 2024, respectively, and $3,417 and $3,135 for the nine months ended September 30, 2025 and 2024, respectively, related to restricted stock awards and performance unit awards. As of September 30, 2025, unrecognized compensation expense for awards that the Company expects to vest approximated $6,186. The Company will recognize this unrecognized compensation expense over a weighted average 1.7 years through February 20, 2028. On May 22, 2025, the shareholders approved the new 2025 Equity and Incentive Compensation Plan (the Equity and Incentive Compensation Plan). As of September 30, 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). No stock options are outstanding under the Omnibus Plan or the Equity and Incentive Compensation Plan and, as such, there was no stock-based compensation expense related to stock options recorded for the three and nine months ended September 30, 2025 and 2024. Non-Employee Director Restricted Stock Awards and Fully-Vested Stock Since May 2018, non-employee directors have been awarded shares of the Companys 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 …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

Fair Value Measurements The Company determines the fair value of assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The fair values are based on assumptions that market participants would use when pricing an asset or liability, including assumptions about risk and the risks inherent in valuation techniques and the inputs to valuations. The fair value hierarchy is based on whether the inputs to valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Companys 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 a financial asset or liability within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. SOFR-based interest rate swaps - To reduce the impact of interest rate changes on outstanding variable-rate debt, the Co …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Goodwill and Other Intangible Assets The following table presents the changes in goodwill balance by reportable segment for the period presented: Rail, Technologies, and Services Infrastructure Solutions Total Balance as of December 31, 2024 $ 20,231 $ 11,676 $ 31,907 Foreign currency translation impact 1,085 1,085 Balance as of September 30, 2025 $ 21,316 $ 11,676 $ 32,992 The Company performs goodwill impairment tests annually during the fourth quarter, and also performs interim goodwill impairment tests if it is determined that it is more likely than not that the fair value of a reporting unit is less than the carrying amount. Qualitative factors are assessed to determine whether it is more likely than not that the fair value of a reporting unit is less than the carrying amount, which includes the impacts of current economic conditions, including but not limited to concerns related to inflation, tariffs, labor markets, supply chains, and changes in trade policy. However, these factors can be unpredictable and are subject to change. No interim goodwill impairment test was required as a result of the evaluation of qualitative factors as of September 30, 2025. However, future impairment charges could result if future projections diverge unfavorably from current expectations. The following table sets forth the components of the Companys intangible assets for the periods presented: September 30, 2025 Weighted Average Amortization Period In Years Gross Carrying Value Accumulated …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

Income Taxes For the three months ended September 30, 2025 and 2024, the Company recorded an income tax expense of $2,812 and an income tax benefit of $29,745, respectively, on pre-tax income of $7,137 and $6,153, respectively, for an effective income tax rate of 39.4% and (483.4%), respectively. For the nine months ended September 30, 2025 and 2024, the Company recorded an income tax expense of $5,625 and an income tax benefit of $29,110, respectively, on pre-tax income of $10,672 and $14,010, respectively, for an effective income tax rate of 52.7% and (207.8)%, respectively. The Company's effective income tax rate for the three and nine months ended September 30, 2025 differed from the federal statutory rate of 21% primarily due to the impact of pre-tax losses in the United Kingdom, for which no income tax benefit was recognized due to a valuation allowance. The Company's effective income tax rate for the three and nine months ended September 30, 2024 differed from the federal statutory rate of 21% primarily due to a $30,045 income tax benefit resulting from the change in valuation allowance previously recorded against certain U.S. federal and state deferred taxes. Changes in pre-tax income projections, combined with the seasonal nature of our businesses, also impact the effective income tax rate each quarter. 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 …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Recently Issued Accounting Standards In December 2023, the FASB issued Accounting Standards Update 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. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company does not expect the adoption of ASU 2023-09 to have an impact to its consolidated financial condition, results of operations, and cash flows other than its disclosures. 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 …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

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 Companys contributions to the defined contribution plans are governed by the Employee Retirement Income Security Act of 1974, as amended (ERISA) and the Companys policy and investment guidelines applicable to each respective plan. The Companys 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 fourth quarter of 2024, the Company completed the termination of the US DB Plan. In January 2025, the Company entered into an insurance buy-in contract with a third party insurer which resulted in an exchange of plan assets of the UK DB Plan for an annuity that covers our future projected benefi …

PensionAndOtherPostretirementBenefitsDisclosureTextBlock · excerpt; the full note is in the filing

Revenue The following table summarizes the Companys sales by major product and service line for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Rail Products $ 44,628 $ 47,442 $ 121,517 $ 156,803 Global Friction Management 21,313 19,548 57,307 51,008 Technology Services and Solutions 11,847 12,508 28,952 39,904 Rail, Technologies, and Services 77,788 79,498 207,776 247,715 Precast Concrete Products 43,272 42,688 117,650 97,730 Steel Products 17,226 15,280 54,210 57,137 Infrastructure Solutions 60,498 57,968 171,860 154,867 Total net sales $ 138,286 $ 137,466 $ 379,636 $ 402,582 The majority of the Companys revenue is from products transferred and services rendered to customers at a point in time. The Company recognizes revenue at the point in time at which the customer obtains control of the product or service, which is generally when the product title passes to the customer upon shipment or the service has been rendered to the customer. In limited cases, title does not transfer and revenue is not recognized until the customer has received the products at a designated physical location. Net sales by the timing of the transfer of goods and services was as follows for the periods presented: Three Months Ended September 30, 2025 Rail, Technologies, and Services Infrastructure Solutions Total Point in time $ 65,152 $ 39,621 $ 104,773 Over time 12,636 20,877 33,513 Total net sales $ 77,788 $ 60,498 $ 138,286 Three Months …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

Business Segments The Company is a global technology solutions provider of engineered, manufactured products and services that builds and supports infrastructure. The Company determines its operating segments based on how the Company's Chief Operating Decision Maker (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 Companys 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, Technologies, and Services (Rail), and Infrastructure Solutions (Infrastructure). The Companys 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 se …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing