|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
|
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) |
12/10/2025 (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).
SCHEDULE 13D
|
| CUSIP No. | 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,191,046.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,191,046.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,191,046.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,191,046.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,191,951.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 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: |
| ||||||||
| 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
|
| CUSIP No. | 350060109 |
| 1 |
Name of reporting person
Jones Alexander B | ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,312.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 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 2. | Identity and Background |
| (a) | Item 2(a) is hereby amended to add the following:
On December 10, 2025, Alexander B. Jones ceased to serve as an employee of 22NW. Accordingly, as of such date, Mr. Jones is no longer a member of the Section 13(d) group and shall cease to be a Reporting Person upon the filing of this Amendment No. 4 to the Schedule 13D. The remaining Reporting Persons will continue filing statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons is party to the Joint Filing Agreement, as further described in Item 6. |
| 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 1,191,046 Shares beneficially owned by 22NW Fund is approximately $15,888,756, 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.
Of the 8,312 Shares directly owned by Mr. Jones, (i) 1,275 of such Shares were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) and have an aggregate purchase price of approximately $19,193, excluding brokerage commissions, and (ii) 7,037 of such Shares were awarded to him in connection with his service as a director of the Issuer. | |
| 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 10,393,009 Shares outstanding as of October 28, 2025, which is the total number of Shares outstanding as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2025.
As of the date hereof, 22NW Fund directly beneficially owned 1,191,046 Shares, constituting approximately 11.5% 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.
As of the date hereof, Mr. Jones directly beneficially owned 8,312 Shares, constituting approximately 0.1% of the Shares outstanding.
22NW, as the investment manager of 22NW Fund, may be deemed to beneficially own the 1,191,046 Shares owned by 22NW Fund, constituting approximately 11.5% of the Shares outstanding. 22NW GP, as the general partner of 22NW Fund, may be deemed to beneficially own the 1,191,046 Shares owned by 22NW Fund, constituting approximately 11.5% of the Shares outstanding. 22NW Inc., as the general partner of 22NW, may be deemed to beneficially own the 1,191,046 Shares owned by 22NW Fund, constituting approximately 11.5% 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 1,191,046 Shares owned by 22NW Fund, which, together with the Shares he directly beneficially owns, constitutes an aggregate of 1,191,951 Shares, constituting approximately 11.5% 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 during the past 60 days 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. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 is hereby amended to add the following:
On May 22, 2025, Mr. Jones was awarded 4,826 Shares as his annual director equity award in connection with his service as a director of the Issuer, which vest on May 22, 2026.
On December 12, 2025, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons who will remain Reporting Persons subsequent to this Amendment No. 4 to the Schedule 13D agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent as required by applicable law. A copy of this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibits:
1 - Transactions in Securities.
99.1 - Joint Filing Agreement, dated December 12, 2025. |
| 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit 1
Transactions in the Securities of the Issuer During the Past Sixty (60) Days
| Nature of the Transaction |
Securities Purchased/(Sold) |
Price Per Security($)* |
Price Range ($) |
Date of Purchase/Sale |
22NW FUND, LP
| Sale of Common Stock | (4,813) | 28.1749 | 28.1600 - 28.1750 | 11/11/2025 |
| Sale of Common Stock | (2,749) | 27.5187 | 27.1000 - 28.0200 | 11/11/2025 |
| Sale of Common Stock | (3,368) | 27.0643 | 27.0000 - 27.2400 | 11/12/2025 |
| Sale of Common Stock | (1,600) | 27.0019 | 27.0000 - 27.0300 | 11/13/2025 |
| Sale of Common Stock | (2,247) | 27.0000 | - | 11/14/2025 |
| Sale of Common Stock | (400) | 27.0000 | - | 11/17/2025 |
| Sale of Common Stock | (3,412) | 27.0288 | 27.0000 - 27.0500 | 11/21/2025 |
| Sale of Common Stock | (27,003) | 26.8357 | 26.8300 - 27.0000 | 11/24/2025 |
| Sale of Common Stock | (1,725) | 26.9375 | 26.9100 - 26.9900 | 11/25/2025 |
| Sale of Common Stock | (1,307) | 27.0855 | 27.0000 - 27.3650 | 11/28/2025 |
| Sale of Common Stock | (101) | 26.8168 | 26.8000 - 27.0000 | 12/01/2025 |
| Sale of Common Stock | (9,765) | 27.2773 | 26.9800 - 27.5200 | 12/08/2025 |
| Sale of Common Stock | (4,800) | 26.9251 | 26.7500 - 27.0800 | 12/09/2025 |
| Sale of Common Stock | (11,248) | 26.8335 | 26.7500 - 27.0150 | 12/10/2025 |
| Sale of Common Stock | (34,025) | 26.7941 | 26.7500 - 27.1500 | 12/11/2025 |
| Sale of Common Stock | (13,512) | 26.7855 | 26.7500 - 26.9800 | 12/12/2025 |
_______________________________
* The price reported in column Price Per Security ($) is a weighted average price if a price range is indicated in column Price Range ($). These securities were sold in multiple transactions at prices between the corresponding price ranges in the applicable row. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities sold at each separate price.
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.01 per share, of L.B. Foster Company, a Pennsylvania corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
| 22NW Fund, LP | ||
| By: |
/s/ Aron R. English |
|
| Aron R. English, Manager of 22NW Fund GP, LLC, its General Partner | ||
| Date: | 12/12/2025 | |
| 22NW, LP | ||
| By: |
/s/ Aron R. English |
|
| Aron R. English, President and Sole Shareholder of 22NW GP, Inc., its General Partner | ||
| Date: | 12/12/2025 | |
| 22NW Fund GP, LLC | ||
| By: |
/s/ Aron R. English |
|
| Aron R. English, Manager | ||
| Date: | 12/12/2025 | |
| 22NW GP, Inc. | ||
| By: |
/s/ Aron R. English |
|
| Aron R. English, President and Sole Shareholder | ||
| Date: | 12/12/2025 | |
| English Aron R. | ||
| By: |
/s/ Aron R. English |
|
| ARON R. ENGLISH | ||
| Date: | 12/12/2025 | |
| Hirai-Hadley Bryson | ||
| By: |
/s/ Bryson O. Hirai-Hadley |
|
| BRYSON O. HIRAI-HADLEY | ||
| Date: | 12/12/2025 | |