Foster EVP files amended tax share withholding

FOSTER L B CO EVP & CFO William M. Thalman reported two tax-related share dispositions under the company’s Long Term Incentive Plans.

Rhea-AI Filing Summary

FOSTER L B CO EVP & CFO William M. Thalman reported two tax-related share dispositions under the company’s Long Term Incentive Plans. On February 14, 2026, 1,736 shares of common stock were withheld at $31.63 per share to cover taxes on vesting of restricted stock from the 2024-2026 LTIP.

On February 13, 2026, 1,007 shares were similarly withheld at $31.63 per share to satisfy tax obligations tied to performance-based awards. The amendment corrects prior Form 4 share counts and clarifies that Thalman now directly holds 72,007 shares, including 18,519 performance RSUs under the 2023-2025 plan and 2,385 performance RSUs under the 2024-2026 plan that are scheduled to settle after their respective performance periods.

Insider Trade Summary

Exercise Price or Tax Liability: 2,743 shares

Exercise Price or Tax Liability 2 txns

Insider THALMAN WILLIAM M

Role EVP & CFO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	1,736	$31.63	$55K
Exercise Price or Tax Liability	Common Stock	1,007	$31.63	$32K

Holdings After Transaction: Common Stock — 72,007 shares (Direct)

Footnotes (5)

1. F1. Shares withheld to pay taxes applicable to the vesting of restricted stock related to the 2024-2026 LTIP awarded on 5/23/24.
2. F2. An amendment to the original Form 4 was filed on 2/20/2026 to correct the number of shares beneficially owned to reflect the amendment made to the Form 4 originally filed on 2/12/2026. The amendment to the Form 4 was filed on 2/20/2026 to correct the number of shares withheld to pay taxes applicable to 50 percent of the Performance-based stock unit award granted on 3/31/2021 and earned on 2/11/2026.
3. F3. Includes 18,519 Performance Restricted Stock Units earned under the 2023-2025 Long Term Incentive Plan granted on 2/14/2023; those 18,519 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2025, upon certification by the Compensation Committee.
4. F4. Includes 2,385 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 2,385 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2026, upon certification by the Compensation Committee.
5. F5. This amendment was filed to correct the number of shares withheld to pay taxes applicable to the vesting of restricted stock related to the 2023-2025 LTIP awarded on 2/14/23.

FAQ

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

What did FOSTER L B CO (FSTR) EVP & CFO report in this Form 4/A?

The EVP & CFO reported amended tax-related share withholdings. Two transactions involved company stock withheld to cover taxes on vested incentive awards, updating prior Form 4 share counts and confirming his current direct and performance-based stock unit holdings.

How many FSTR shares were withheld for William Thalmans taxes?

The filing shows 1,736 shares withheld on February 14, 2026 and 1,007 shares withheld on February 13, 2026. Both transactions involved common stock used to satisfy tax liabilities tied to vested restricted and performance-based awards.

Were William Thalman
9s FSTR transactions open-market sales?

No, the transactions were tax-withholding dispositions coded F. Shares were withheld by the company to pay tax obligations on vesting incentive awards, rather than discretionary open-market stock sales executed by the executive.

What does the amendment to William Thalman
9s Form 4 change?

The amendment corrects the number of shares withheld for taxes and the resulting beneficial ownership totals. It updates prior filings for tax-related withholdings linked to performance-based awards, ensuring the reported share counts and remaining holdings are accurate.

How many FSTR shares does William Thalman hold after these transactions?

After the tax-withholding dispositions, William Thalman directly holds 72,007 shares of common stock. This total also reflects performance restricted stock units that will settle after the 2023-2025 and 2024-2026 Long Term Incentive Plan performance periods.

What long-term incentive awards are disclosed for FSTR
9s EVP & CFO?

The filing notes 18,519 performance restricted stock units from the 2023-2025 plan and 2,385 units from the 2024-2026 plan. These awards will settle after their performance periods end, subject to Compensation Committee certification.

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

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Accepted by SEC EDGAR 03/09/2026 - 03:48 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

THALMAN WILLIAM M

(Last) (First) (Middle)

L.B. FOSTER COMPANY

415 HOLIDAY DRIVE, SUITE 100

(Street)

PITTSBURGH PA 15220

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FOSTER L B CO [ FSTR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/13/2026		F		1,007(1)	D	$31.63	73,743(2)(3)(4)	D
Common Stock	02/14/2026		F		1,736(5)	D	$31.63	72,007(3)(4)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares withheld to pay taxes applicable to the vesting of restricted stock related to the 2024-2026 LTIP awarded on 5/23/24.

2. An amendment to the original Form 4 was filed on 2/20/2026 to correct the number of shares beneficially owned to reflect the amendment made to the Form 4 originally filed on 2/12/2026. The amendment to the Form 4 was filed on 2/20/2026 to correct the number of shares withheld to pay taxes applicable to 50 percent of the Performance-based stock unit award granted on 3/31/2021 and earned on 2/11/2026.

3. Includes 18,519 Performance Restricted Stock Units earned under the 2023-2025 Long Term Incentive Plan granted on 2/14/2023; those 18,519 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2025, upon certification by the Compensation Committee.

4. Includes 2,385 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 2,385 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2026, upon certification by the Compensation Committee.

5. This amendment was filed to correct the number of shares withheld to pay taxes applicable to the vesting of restricted stock related to the 2023-2025 LTIP awarded on 2/14/23.

Remarks:

	/s/ William M. Thalman by Judith Balog, attorney-in-fact	03/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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