[8-K] Foster (Lb) Co Reports Material Event

Rhea-AI Filing Summary

L.B. Foster Company disclosed that on September 4, 2025 Ms. Janet Lee informed the Board she would retire from the Board effective that same date. The Board approved immediately reducing its size from eight members to seven. The filing states Ms. Lee's departure is not due to any disagreement with the Company but results from her appointment as General Counsel of Synopsys, Inc., following Synopsys' acquisition of ANSYS, Inc. on July 17, 2025, and the increased responsibilities of that role. The notice includes an exhibit index for related materials.

Positive

• Board action disclosed promptly: The Company announced the retirement and immediately approved reducing the board size from eight to seven.
• Departure not due to disagreement: The filing explicitly states Ms. Lee's decision did not involve any disagreement with the Company’s operations, policies, or practices.

Negative

• Director departure: Ms. Janet Lee retired from the Board effective September 4, 2025.
• Reduced board size: The Board approved reducing its membership from eight to seven effective immediately.

Insights

Corporate Governance Expert

TL;DR: Director resignation and immediate board-size reduction were disclosed; departure is attributed to a new executive role, not a disagreement.

The filing communicates a straightforward governance change: a director left the board effective September 4, 2025 and the Board voted to reduce its size from eight to seven concurrently. The company explicitly states the departure was caused by Ms. Lee's new appointment as General Counsel at Synopsys after the ANSYS acquisition and not by internal disputes. For shareholders, this is a procedural disclosure that ensures transparency about board composition and succession without indicating internal conflict. The exhibit index is referenced for supporting documentation.

Risk Analyst

TL;DR: The filing reports a voluntary director retirement tied to an external job change and an immediate board reduction.

This 8-K documents a voluntary departure linked to Ms. Lee accepting a demanding executive role at Synopsys after ANSYS was acquired. The company notes no operational or policy disagreement. The immediate reduction in board size is an explicit corporate action recorded in the filing. The disclosure reduces ambiguity about governance changes but does not include additional details about replacement plans or committee reassignments in this filing.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

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

L.B. Foster Company

(Exact name of registrant as specified in its charter)

Pennsylvania

000-10436

25-1324733

(State or other jurisdiction of incorporation)

(Commission File Number)

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

415 Holiday Drive, Suite 100,

15220

Pittsburgh,

Pennsylvania

(Zip Code)

(Address of principal executive offices)

(412) 928-3400

(Registrant’s telephone number, including area code)

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, Par Value $0.01

FSTR

Nasdaq Global Select Market

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

Emerging growth company ☐

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

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

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

Item 9.01     Financial Statements and Exhibits

(d)    Exhibits

See Exhibit Index below.

Exhibit Index

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

*Exhibits marked with an asterisk are filed herewith.

SIGNATURE

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

									L.B. FOSTER COMPANY
									(Registrant)
Date:			September 5, 2025						/s/ Patrick J. Guinee
									Patrick J. Guinee
									Executive Vice President,
									General Counsel, and Corporate Secretary

FAQ

Why did Ms. Janet Lee leave the L.B. Foster (FSTR) Board?

Ms. Lee retired because she was appointed General Counsel of Synopsys, Inc., following Synopsys' acquisition of ANSYS, Inc., and the increased responsibilities of that role.

When did the director change take effect for L.B. Foster (FSTR)?

Effective September 4, 2025: The filing states Ms. Lee informed the Board and her retirement and the board reduction took effect that same date.

Did L.B. Foster (FSTR) report any disagreement with the departing director?

No: The filing explicitly states Ms. Lee's decision does not involve any disagreement relating to the Company’s operations, policies, or practices.

How did the Board respond to Ms. Lee's retirement at L.B. Foster (FSTR)?

The Board approved reducing its size from eight members to seven effective immediately upon Ms. Lee's retirement.

Does the filing disclose a replacement for Ms. Janet Lee at L.B. Foster (FSTR)?

No replacement disclosed: The filing references an exhibit index but does not identify a successor or provide replacement details.