FOSTER L B CO (FSTR) CFO logs PSU exercise and tax share withholding

Rhea-AI Filing Summary

FOSTER L B CO EVP & CFO William M. Thalman reported equity award activity involving performance stock units and common shares. On February 11, 2026, 1,667 Performance Stock Units were exercised and converted into 1,667 shares of common stock, increasing his directly held common stock to 74,750 shares after related transactions.

As part of this event, 817 common shares were disposed of at $31.54 per share to cover tax withholding, characterized as a payment of tax liability by delivering securities rather than an open-market sale. The amended Form 4 corrects the previously reported number of shares withheld for taxes tied to 50% of a performance-based stock unit award originally granted on March 31, 2021 and earned on February 11, 2026.

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^*

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)
02/11/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/12/2026

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	02/11/2026		M		1,667(1)	A	$0	75,567(2)(3)	D
Common Stock	02/11/2026		F		817(4)	D	$31.54	74,750(2)(3)	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
Performance Stock Units	(5)							(5)	02/28/2026	Common Stock	1,667		1,667	D
Performance Stock Units	(5)	02/11/2026		M			1,667(1)	(5)	02/28/2026	Common Stock	1,667	$31.54	0	D

Explanation of Responses:

1. This amount represents 50 percent of the Performance-based stock unit award granted on 3/31/2021 and earned on 2/11/2026.

2. 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.

3. 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.

4. This amended Form 4 was filed 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.

5. Performance-based stock unit award of 3,333 shares was granted on 3/31/2021 and expires on 02/28/2026, 5 years after the grant date. Fifty percent of the award, or 1,666 shares, was earned on 4/05/2024. The remaining 50% of the award, or 1,667 shares, may be earned when the consecutive 30-day average closing stock price per share of the Company's common stock on the Nasdaq Stock Market is $30.00 per share or more and is generally subject to continued employment with the Company.

Remarks:

	/s/ William M. Thalman by Judith Balog, attorney-in-fact	02/20/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did FSTR EVP & CFO William Thalman report on February 11, 2026?

William Thalman reported exercising 1,667 Performance Stock Units into 1,667 shares of FSTR common stock. In a related move, 817 common shares were withheld and disposed of at $31.54 per share to satisfy tax obligations tied to the award.

How many FSTR common shares does William Thalman hold after this Form 4/A?

After the reported transactions, William Thalman directly holds 74,750 shares of FSTR common stock. This reflects the conversion of 1,667 Performance Stock Units into shares and the tax-withholding disposition of 817 common shares on February 11, 2026.

What performance-based stock unit award underlies the 1,667 units exercised by FSTR’s CFO?

The 1,667 Performance Stock Units represent 50% of a 3,333-share performance-based stock unit award granted on March 31, 2021. Footnotes state this portion of the award was earned on February 11, 2026 based on the plan’s performance conditions.

Why was this Form 4/A for FSTR filed as an amendment?

The filing is an amended Form 4 to correct the previously reported number of shares withheld to pay taxes. The correction relates to shares withheld for tax on 50% of the performance-based stock unit award granted March 31, 2021 and earned February 11, 2026.

How were the 817 FSTR shares disposed of in William Thalman’s Form 4/A?

The 817 FSTR common shares were disposed of under transaction code F at $31.54 per share. The filing describes this as payment of exercise price or tax liability by delivering securities, indicating a tax-withholding disposition rather than an open-market sale.

What additional performance restricted stock units are mentioned for FSTR’s CFO?

Footnotes note 18,519 Performance Restricted Stock Units from the 2023–2025 plan and 2,385 units from the 2024–2026 plan. These units are earned and will settle after their respective performance periods upon Compensation Committee certification at year-end 2025 and 2026.