L.B. Foster (FSTR) SVP reports stock awards and tax withholding

Rhea-AI Filing Summary

L.B. Foster Company senior vice president Gregory W. Lippard reported updated equity awards and tax-related share withholding. On February 19, 2026, he acquired several blocks of common stock at a price of $0.00 per share through grants and performance-based awards under the company’s long-term incentive plans covering the 2023–2025, 2024–2026, and 2025–2027 periods. The filing also shows 8,735 shares of common stock, valued at $31.125 per share, were disposed of to cover tax obligations upon vesting of earned performance shares. After these transactions, he held 75,936 shares directly and 1,531 shares indirectly through the L.B. Foster Company 401(k) Plan. The amended Form 4 corrects the number of shares withheld for taxes and the resulting beneficial ownership previously reported.

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

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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^*

LIPPARD GREGORY W

(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)
	SVP -Rail

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/23/2026

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	02/19/2026		A		5,975(1)	A	$0	76,747(2)(3)(4)	D
Common Stock	02/19/2026		A		2,678(5)	A	$0	79,425(3)(6)	D
Common Stock	02/19/2026		A		1,002(7)	A	$0	80,427(3)(6)(8)	D
Common Stock	02/19/2026		A		4,244(9)	A	$0	84,671(3)(6)(8)	D
Common Stock	02/19/2026		F		8,735(10)	D	$31.125	75,936(6)(8)	D
Common Stock								1,531	I	L.B. Foster Company 401(k) Plan Shares

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. Represents the number of shares of common stock resulting from Performance Share Units earned under the 2023-2025 Long Term Incentive Plan granted on 2/14/2023 upon certification of performance results by the Compensation Committee at 47.2% for the annual period ended December 31, 2025.

2. Includes 1,749 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 1,749 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2026, upon certification by the Compensation Committee.

3. Includes 19,202 shares of common stock resulting from the settlement of Performance Restricted Stock Units earned under the 2023-2025 Long Term Incentive Plan granted on 2/14/2023; those 19,202 Performance Restricted Stock Units settled at the end of the 2023-2025 performance period upon certification by the Compensation Committee on 2/19/2026.

4. This amended Form 4 was filed to correct the number of shares beneficially owned to reflect the amendment made to the Form 4 originally filed on 2/18/2026. The amendment to the Form 4 was filed on 3/09/2026 to correct the number of shares withheld to pay taxes applicable to the vesting of restricted stock on 2/14/2026.

5. Represents the number of Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024 upon certification of performance results by the Compensation Committee at 39.5% for the annual period ended December 31, 2025. The earned Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2026, upon certification by the Compensation Committee.

6. Includes 4,427 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 4,427 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2026, upon certification of the Compensation Committee.

7. Represents the number of Performance Restricted Stock Units earned under the 2025-2027 Long Term Incentive Plan granted on 5/22/2025 upon certification of performance results by the Compensation Committee at 11.2% for the annual period ended December 31, 2025. The earned Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2027, upon certification by the Compensation Committee.

8. Includes 1,002 Performance Restricted Stock Units earned under the 2025-2027 Long Term Incentive Plan granted on 5/22/2025; those 1,002 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2027, upon certification by the Compensation Committee.

9. Award of restricted stock units (RSUs), which are settled in stock upon vesting, and generally will vest ratably over a three-year period on the first, second, and third anniversary of the date of grant.

10. Shares withheld to pay taxes upon the vesting and settlement of all earned performance shares related to the 2023-2025 LTIP awarded on 2/14/2023.

Remarks:

	/s/ Gregory W. Lippard by Judith Balog, attorney-in-fact	03/09/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did L.B. Foster (FSTR) disclose for Gregory W. Lippard?

Gregory W. Lippard reported multiple stock awards and a tax-related share withholding. He received common stock through long-term incentive plan grants and performance-based units, and had 8,735 shares withheld at $31.125 per share to cover taxes on vested performance shares.

Why was this Form 4/A for L.B. Foster (FSTR) filed as an amendment?

The Form 4/A was filed to correct previously reported share counts. It adjusts the number of shares beneficially owned and the number of shares withheld to pay taxes related to restricted and performance stock vesting certified by the Compensation Committee.

How many L.B. Foster (FSTR) shares does Gregory W. Lippard hold after these transactions?

After the reported transactions, Gregory W. Lippard directly holds 75,936 shares of L.B. Foster common stock. He also indirectly holds 1,531 shares through the L.B. Foster Company 401(k) Plan, according to the updated beneficial ownership figures.

What do the performance-based awards in this L.B. Foster (FSTR) Form 4/A represent?

The performance-based awards represent shares earned from Performance Share Units and Performance Restricted Stock Units. These units are tied to long-term incentive plans for 2023–2025, 2024–2026, and 2025–2027, and settle in stock after performance periods are certified.

What does the tax-withholding transaction in L.B. Foster (FSTR) Form 4/A mean?

The tax-withholding transaction, coded “F,” reflects 8,735 shares delivered at $31.125 per share to satisfy tax liabilities. These taxes arose from vesting and settlement of earned performance shares granted under the 2023–2025 long-term incentive plan.

How are indirect L.B. Foster (FSTR) holdings reported for Gregory W. Lippard?

Indirect holdings are reported separately from direct ownership. The filing lists 1,531 shares held indirectly through the L.B. Foster Company 401(k) Plan, clarifying that these shares are part of his total beneficial ownership.