L.B. Foster completes Dulworth assets acquisition
Dulworth is expected to generate approximately $18 million per annum in revenue, with estimated EBITDA contribution of $6.5 million to $7.5 million after integration.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
8-K
Rhea-AI Filing Summary
L.B. Foster Company (FSTR), through its wholly owned subsidiary CXT Incorporated, completed its acquisition of Dulworth Enterprises’ operating assets on October 28, 2026, for $52,180,000 in cash, subject to customary indemnification holdbacks. L.B. Foster funded the full consideration with cash on hand and available funds from its existing revolving credit facility. Dulworth, a privately held business headquartered in Rice, Texas, specializes in residential wastewater precast products and Aeris aerobic treatment systems.
The acquired business will be integrated into L.B. Foster’s Precast Concrete Products business unit within its Infrastructure Solutions segment. L.B. Foster said the acquisition is designed to expand manufacturing capabilities, its product portfolio and exposure to precast concrete end markets. Dulworth is expected to generate approximately $18 million in revenue per annum. The estimated EBITDA contribution, including synergy benefits, is approximately $6.5 million to $7.5 million after integration activities are completed; those activities are estimated to take 12 to 18 months.
1 point · 0 major0 major · 0 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Moderate point. Forward-looking: it has not happened yet and may not happen.Estimated EBITDA contribution: $6.5 million to $7.5 million after integration.
Negative
- None.
8-K Event Classification
3 items: 1.01, 7.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Cash purchase price: $52,180,000 in cash
Expected revenue: Approximately $18 million per annum
Estimated EBITDA contribution: Approximately $6.5 million to $7.5 million
+1 more
4 metrics
Cash purchase price
$52,180,000 in cash
Consideration for Dulworth’s operating assets, subject to customary indemnification holdbacks
Expected revenue
Approximately $18 million per annum
Dulworth expected revenue
Estimated EBITDA contribution
Approximately $6.5 million to $7.5 million
Includes synergy benefits and is expected after integration activities are completed
Estimated integration duration
12 to 18 months
Estimated duration of integration activities
Key Terms
indemnification holdbacks, revolving credit facility, EBITDA contribution, Aeris aerobic treatment systems
4 terms
indemnification holdbacks financial
"subject to customary indemnification holdbacks"
revolving credit facility financial
"available funds from its existing revolving credit facility"
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
EBITDA contribution financial
"estimated to provide an EBITDA contribution"
Aeris aerobic treatment systems technical
"Aeris aerobic treatment systems"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much did FSTR pay to acquire Dulworth?
CXT Incorporated acquired Dulworth’s operating assets for $52,180,000 in cash, subject to customary indemnification holdbacks. L.B. Foster funded the full consideration with cash on hand and available funds from its existing revolving credit facility.
What revenue and EBITDA contribution does FSTR expect from Dulworth?
Dulworth is expected to generate approximately $18 million in revenue per annum. Its estimated EBITDA contribution, including synergy benefits, is approximately $6.5 million to $7.5 million after completion of integration activities, which are estimated to take 12 to 18 months.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 28, 2026
| (Exact name of registrant as specified in its charter) | ||||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Zip Code) | ||||||||||||||
| (Address of principal executive offices) | ||||||||||||||
(412 ) 928-3400
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): | ||||||||||||||
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||||||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||||||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||||||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement
On October 28, 2026, CXT Incorporated (“CXT”), a wholly owned subsidiary of L.B. Foster Company (the "Company") entered into an Asset Purchase Agreement ("Purchase Agreement") with Dulworth Enterprises, Inc., a Texas corporation (“Dulworth”) and the other Seller Parties named therein, for CXT to acquire the operating assets of Dulworth for a purchase price of $52,180,000 in cash, subject to customary indemnification holdbacks (the "Transaction"). The Transaction closed October 28, 2026. The Company funded the full consideration for the acquisition with cash on hand and available funds from its existing revolving credit facility. The acquired business will be integrated into the Company's Precast Concrete Products business unit within its Infrastructure Solutions segment.
The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On October 29, 2026, the Company issued a press release announcing the Transaction described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1.
The information in this Item 7.01, including the exhibit, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of L.B. Foster under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
See Exhibit Index below.
Exhibit Index
| Exhibit Number | Description | ||||
| *†10.1 | Asset Purchase Agreement, dated October 28, 2026, by and among CXT Incorporated, as buyer, and Dulworth Enterprises, Inc., as seller, together with the other seller parties named therein. | ||||
| *99.1 | Press Release of L.B. Foster Company, dated October 29, 2026 | ||||
| *104 | Cover Page Interactive Data File (embedded within the inline XBRL document) | ||||
*Exhibits marked with an asterisk are filed herewith.
†Schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant will furnish a copy of any omitted schedule or exhibit as a supplement to the SEC or its staff upon request.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| L.B. FOSTER COMPANY | |||||||||||
| (Registrant) | |||||||||||
| Date: | October 29, 2026 | /s/ Sean M. Reilly | |||||||||
| Sean M. Reilly | |||||||||||
| Senior Vice President and | |||||||||||
| Chief Financial Officer | |||||||||||
Exhibit 99.1
 | News Release | |||||||
L.B. Foster Expands Precast Concrete Business with the Acquisition of Dulworth Enterprises, Inc.
PITTSBURGH, PA, October 29, 2026 – L.B. Foster Company (Nasdaq: FSTR), a global solutions provider of products and services for the rail and infrastructure markets, today announced that its wholly-owned subsidiary CXT Incorporated ("CXT") (L.B. Foster and CXT are sometimes collectively referred to as the “Company”), has acquired the operating assets of Dulworth Enterprises, Inc. ("Dulworth"), a privately-held business headquartered in Rice, Texas, specializing in residential wastewater precast products and Aeris aerobic treatment systems. The acquisition, which was completed on October 28, 2026, is designed to accelerate the Company's growth strategy by expanding manufacturing capabilities, enhancing its product portfolio, and increasing exposure to attractive precast concrete, high-growth end markets.
Under the terms of the definitive Asset Purchase Agreement, the Company acquired substantially all the operating assets of Dulworth for approximately $52.2 million in cash, subject to customary indemnification holdbacks. Dulworth is expected to generate revenue of approximately $18 million per annum and estimated to provide an EBITDA contribution, including synergy benefits, of approximately $6.5 million to $7.5 million, after the completion of integration activities which are estimated to take 12 to 18 months.
"This acquisition represents a natural extension of our growth strategy," said John Kasel, President and Chief Executive Officer of L.B. Foster Company. "By combining our existing residential wastewater portfolio with Dulworth's manufacturing expertise and differentiated technology, we are enhancing our ability to serve customers in attractive high-growth markets. We have long recognized the value of their technology through our existing relationship and experience using their solutions, which gives us a high degree of confidence in the strategic and operational fit of this combination."
About L.B. Foster Company
Founded in 1902, L.B. Foster Company is a global technology solutions provider of products and services for the rail and infrastructure markets. 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. For more information, please visit www.lbfoster.com.
Forward-Looking Statements
This release may contain “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Forward-looking statements provide management's current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Sentences containing words such as “believe,” “intend,” “plan,” “may,” “expect,” “should,” “could,” “anticipate,” “estimate,” “predict,” “project,” or their negatives, or other similar expressions of a future or forward-looking nature generally should be considered forward-looking statements. Forward-looking statements in this earnings release are based on management's current expectations and assumptions about future events that involve inherent risks and uncertainties and may concern, among other things, the Company’s expectations relating to our strategy, goals, projections, valuations and impairments, and plans regarding our financial position, liquidity, capital resources, results of operations and decisions regarding our strategic growth initiatives, market position, and product development. While the Company considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory, and other risks and uncertainties, most of which are difficult to predict and many of which are beyond the Company’s control. The Company cautions readers that various factors could cause the actual results of the Company to differ materially from those indicated by forward-looking statements. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Among the factors that could cause the actual results to differ materially from those indicated in the forward-looking statements are risks and uncertainties related to: adverse economic conditions in the markets we serve, including recession, the volatility in the prices for oil and gas, tariffs, duties or trade wars, inflation, rising labor costs, project delays, and budget shortfalls, or otherwise; the disruption of government funding programs as a result of potential periodic government shutdowns; volatility in the global capital markets, including interest rate fluctuations, which could adversely affect our ability to access the capital markets on terms that are favorable to us; restrictions on our ability to draw on our credit agreement, including as a result of any future inability to comply with restrictive covenants contained therein; a decrease in freight or transit rail traffic; a decrease in construction activity; environmental matters and the impact of environmental regulations, including any costs associated with any remediation and monitoring of such matters; the risk of doing business in international markets, including compliance with anti-corruption and bribery laws, foreign currency fluctuations and inflation, global shipping disruptions, the imposition of increased or new tariffs, and trade restrictions or embargoes, or uncertainties relating to the imposition and enforcement of tariffs; our ability to timely effectuate our strategy, including cost reduction initiatives, including but not limited to the exit of certain product lines in the UK-based Tew Engineering business, and our ability to effectively integrate acquired businesses or to divest businesses, and to realize anticipated synergies and benefits, including but not limited to the Dulworth acquisition; costs of and impacts associated with shareholder activism; the timeliness, cost, and availability of materials from our major suppliers, as well as the impact on our access to supplies of customer preferences as to the origin of such supplies, such as customers’ concerns about conflict minerals; labor disputes; emerging technologies, including those related to or arising from artificial intelligence, and resultant risks to our business and operations; cybersecurity risks such as data security breaches, malware, ransomware, “hacking,” and identity theft, either with respect to our systems or those of third parties on whom we rely, which could disrupt our business and may result in misuse or misappropriation of confidential or proprietary information, and could result in the disruption or damage to our systems, increased costs and losses, or an adverse effect to our reputation, business or financial condition; the continuing effectiveness of our ongoing implementation of an enterprise resource planning system; changes in current accounting estimates and their ultimate outcomes; the adequacy of internal and external sources of funds to meet financing needs, including our ability to negotiate any additional necessary amendments to our credit agreement or the terms of any new credit agreement, the Company’s ability to manage its working capital requirements and indebtedness; domestic and international taxes, including estimates that may impact taxes; domestic and foreign government regulations, including tariffs; our ability to maintain effective internal controls over financial reporting and disclosure controls and procedures; any change in policy or other change due to the results of the UK’s parliamentary elections and the U.S. presidential and congressional elections that could affect UK or US business conditions; other geopolitical conditions, including the ongoing conflicts between Russia and Ukraine, conflicts in the Middle East, and increasing tensions between China and Taiwan; a lack of, freezing of, or delay in state or federal funding for infrastructure projects; an increase in manufacturing or material costs, including volatility in steel prices, oil prices, and wage inflation; the loss of future revenues from current customers; any future global health crises, and the related social, regulatory, and economic impacts and the response thereto by the Company, our employees, our customers, and national, state, or local governments, including any governmental travel restrictions; and risks inherent in litigation and the outcome of litigation and product warranty claims. Should one or more of these risks or uncertainties materialize, or should the assumptions underlying the forward-looking statements prove incorrect, actual outcomes could vary materially from those indicated. Significant risks and uncertainties that may affect the operations, performance, and results of the Company’s business and forward-looking statements include, but are not limited to, those set forth under Item 1A, “Risk Factors,” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2025, or as updated and/or amended by our other current or periodic filings with the Securities and Exchange Commission.
The forward-looking statements in this release are made as of the date of this release and we assume no obligation to update or revise any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as required by the federal securities laws.
Investor Relations:
Lisa Durante
412-928-3400, and follow the prompts
investors@lbfoster.com
L.B. Foster Company
415 Holiday Drive
Suite 100
Pittsburgh, PA 15220