22NW trims L.B. Foster stake to 2.5%

22NW Fund and related parties filed Amendment No. 7 to their Schedule 13D on L.B.

Rhea-AI Filing Summary

22NW Fund and related parties filed Amendment No. 7 to their Schedule 13D on L.B. Foster Company, reporting a reduced ownership position. 22NW Fund now beneficially owns 261,745 shares of common stock, representing approximately 2.5% of the outstanding shares. Based on 10,458,591 shares outstanding as of March 19, 2026, Aron R. English is deemed to beneficially own an aggregate of 262,650 shares, or about 2.5% of the company. The filing states that, as of April 20, 2026, the reporting persons ceased to beneficially own more than 5% of L.B. Foster’s outstanding common stock.

Insights

Equity ownership and governance analyst

Activist group 22NW reports L.B. Foster stake reduced to about 2.5%, falling below the 5% reporting threshold.

The filing shows 22NW Fund and affiliated entities now beneficially own around 261,745 L.B. Foster shares, equal to roughly 2.5% of the 10,458,591 shares outstanding as of March 19, 2026. Aron R. English is deemed to control about 262,650 shares.

The amendment notes that as of April 20, 2026, these holders no longer own more than 5% of the company, which reduces their formal status as significant shareholders. The economic stake remains meaningful but smaller, and future ownership changes will be seen through voluntary disclosures rather than mandatory 5% filings.

Key Figures

22NW Fund shares: 261,745 shares Aron R. English total shares: 262,650 shares Shares outstanding: 10,458,591 shares +5 more

8 metrics

22NW Fund shares 261,745 shares Beneficially owned, about 2.5% of class

Aron R. English total shares 262,650 shares Deemed beneficial ownership including 22NW Fund and direct holdings

Shares outstanding 10,458,591 shares L.B. Foster common shares outstanding as of March 19, 2026

22NW Fund purchase price $2,910,604 Aggregate purchase price for 261,745 shares, excluding commissions

English direct purchase $10,000 Aggregate purchase price for 905 directly owned shares, excluding commissions

Hirai-Hadley shares 991 shares Direct beneficial ownership, about 0.01% of class

Hirai-Hadley purchase price $15,195 Aggregate purchase price for 991 shares, excluding commissions

Ownership threshold change date April 20, 2026 Date reporting persons ceased to own more than 5%

Key Terms

beneficially owned, Schedule 13D, working capital, margin loans, +2 more

6 terms

beneficially owned financial

"As of the date hereof, 22NW Fund directly beneficially owned 261,745 Shares"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

working capital financial

"The Shares purchased by 22NW Fund were purchased with working capital"

Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.

margin loans financial

"include margin loans made by brokerage firms in the ordinary course of business"

Margin loans are loans from a brokerage that let an investor borrow money using their existing stocks, bonds or cash as collateral to buy more securities. They matter because borrowing magnifies both gains and losses—like using a lever to move a heavier load—so small market moves can have outsized effects on your returns; investors also pay interest and risk a margin call, where the broker may force sales if collateral falls below required levels.

open market financial

"All of such transactions were effected in the open market unless otherwise noted therein"

An open market is a system where buying and selling of goods, services, or financial assets happen freely without restrictions or special controls. For investors, it means they can trade assets easily and quickly, which helps determine fair prices based on supply and demand. This environment encourages transparency and competition, making it easier to buy or sell with confidence.

percent of class financial

"Percent of class represented by amount in Row (11) 2.5 %"

Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What ownership stake does 22NW Fund now report in L.B. Foster (FSTR)?

22NW Fund now reports beneficial ownership of 261,745 L.B. Foster shares, about 2.5% of the company. This percentage is based on 10,458,591 shares outstanding as of March 19, 2026, as disclosed in L.B. Foster’s Schedule 14A proxy statement.

How many L.B. Foster (FSTR) shares is Aron R. English deemed to beneficially own?

Aron R. English is deemed to beneficially own 262,650 L.B. Foster shares, or roughly 2.5% of shares outstanding. This includes 261,745 shares held by 22NW Fund plus 905 shares he directly owns, based on 10,458,591 shares outstanding as of March 19, 2026.

When did 22NW and related parties fall below 5% ownership in L.B. Foster (FSTR)?

The filing states that as of April 20, 2026, the reporting persons ceased to beneficially own more than 5% of L.B. Foster’s outstanding shares. This change in ownership status is reflected in Amendment No. 7 to their Schedule 13D.

What is the total number of L.B. Foster (FSTR) shares outstanding used in this Schedule 13D/A?

The Schedule 13D/A cites 10,458,591 L.B. Foster common shares outstanding as of March 19, 2026. This figure comes from the company’s proxy statement on Schedule 14A filed on April 10, 2026, and is used to calculate the reporting persons’ ownership percentages.

How were the funds provided for 22NW Fund’s L.B. Foster (FSTR) share purchases?

The amendment explains that 22NW Fund’s L.B. Foster shares were bought with working capital, which may include margin loans from brokerage firms in the ordinary course. The aggregate purchase price for the 261,745 shares it beneficially owns is approximately $2,910,604, excluding brokerage commissions.

What are the reported holdings of Bryson O. Hirai-Hadley in L.B. Foster (FSTR)?

Bryson O. Hirai-Hadley directly beneficially owns 991 L.B. Foster shares, representing about 0.01% of the outstanding shares. These shares were purchased with personal funds, and their aggregate purchase price is approximately $15,195, excluding brokerage commissions, according to the filing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/21/2026 - 08:15 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

FOSTER L B CO

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

350060109

(CUSIP Number)

ARON R. ENGLISH
22NW, LP, 590 1st Ave. S, Unit C1
Seattle, WA, 98104
206-227-3078

RYAN NEBEL
OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/20/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 350060109

1

Name of reporting person

22NW Fund, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 261,745.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 261,745.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

261,745.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.5 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 350060109

1

Name of reporting person

22NW, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 261,745.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 261,745.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

261,745.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.5 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 350060109

1

Name of reporting person

22NW Fund GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 261,745.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 261,745.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

261,745.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.5 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 350060109

1

Name of reporting person

22NW GP, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 261,745.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 261,745.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

261,745.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.5 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 350060109

1

Name of reporting person

English Aron R.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 262,650.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 262,650.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

262,650.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.5 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 350060109

1

Name of reporting person

Hirai-Hadley Bryson

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 991.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 991.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

991.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.01 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: FOSTER L B CO
(c)	Address of Issuer's Principal Executive Offices: 415 HOLIDAY DR, PITTSBURGH, PENNSYLVANIA , 15220.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and restated to read as follows: The Shares purchased by 22NW Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 261,745 Shares beneficially owned by 22NW Fund is approximately $2,910,604, excluding brokerage commissions. The Shares directly owned by Mr. English were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 905 Shares directly owned by Mr. English is approximately $10,000, excluding brokerage commissions. The Shares directly owned by Mr. Hirai-Hadley were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 991 Shares directly owned by Mr. Hirai-Hadley is approximately $15,195, excluding brokerage commissions.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 10,458,591 Shares outstanding as of March 19, 2026, which is the total number of Shares outstanding as reported in the Issuer's proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 10, 2026. As of the date hereof, 22NW Fund directly beneficially owned 261,745 Shares, constituting approximately 2.5% of the Shares outstanding. As of the date hereof, Mr. English directly beneficially owned 905 Shares, constituting approximately 0.01% of the Shares outstanding. As of the date hereof, Mr. Hirai-Hadley directly beneficially owned 991 Shares, constituting approximately 0.01% of the Shares outstanding. 22NW, as the investment manager of 22NW Fund, may be deemed to beneficially own the 261,745 Shares owned by 22NW Fund, constituting approximately 2.5% of the Shares outstanding. 22NW GP, as the general partner of 22NW Fund, may be deemed to beneficially own the 261,745 Shares owned by 22NW Fund, constituting approximately 2.5% of the Shares outstanding. 22NW Inc., as the general partner of 22NW, may be deemed to beneficially own the 261,745 Shares owned by 22NW Fund, constituting approximately 2.5% of the Shares outstanding. Mr. English, as the Portfolio Manager of 22NW, Manager of 22NW GP and President and sole shareholder of 22NW Inc., may be deemed to beneficially own the 261,745 Shares owned by 22NW Fund, which, together with the Shares he directly beneficially owns, constitutes an aggregate of 262,650 Shares, constituting approximately 2.5% of the Shares outstanding.
(c)	Item 5(c) is hereby amended and restated to read as follows: The transactions in the Shares by the Reporting Persons since the filing of Amendment No. 6 to the Schedule 13D are set forth in Exhibit 1 and are incorporated herein by reference. All of such transactions were effected in the open market unless otherwise noted therein.
(e)	Item 5(e) is hereby amended and restated to read as follows: As of April 20, 2026, the Reporting Persons ceased to beneficially own more than 5% of the outstanding Shares.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibit: 1 - Transactions in Securities.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

22NW Fund, LP

Signature:	/s/ Aron R. English
Name/Title:	Aron R. English, Manager of 22NW Fund GP, LLC, General Partner
Date:	04/21/2026

22NW, LP

Signature:	/s/ Aron R. English
Name/Title:	Aron R. English, President and Sole Shareholder of 22NW GP, Inc., General Partner
Date:	04/21/2026

22NW Fund GP, LLC

Signature:	/s/ Aron R. English
Name/Title:	Aron R. English, Manager
Date:	04/21/2026

22NW GP, Inc.

Signature:	/s/ Aron R. English
Name/Title:	Aron R. English, Manager
Date:	04/21/2026

English Aron R.

Signature:	/s/ Aron R. English
Name/Title:	Aron R. English
Date:	04/21/2026

Hirai-Hadley Bryson

Signature:	/s/ Bryson O. Hirai-Hadley
Name/Title:	Bryson O. Hirai-Hadley
Date:	04/21/2026