Stock awards and tax withholding for FOSTER L B CO (FSTR) insider

Rhea-AI Filing Summary

FOSTER L B CO senior vice president Sara Fay Rolli reported stock-based compensation activity and related tax withholding. On 2/19/2026 she acquired several grants of common stock at no cost, including 1,985 shares tied to the company’s long-term incentive plans.

On the same date, 1,499 shares were disposed of at $31.125 per share to cover taxes triggered by vesting of performance shares under the 2023–2025 long-term incentive plan. The amended filing also corrects previously reported share counts and tax-withholding amounts related to restricted stock vesting in February 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^*

Rolli Sara Fay

(Last) (First) (Middle)

C/O 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, Operational Admin

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		956(1)	A	$0	8,171(2)(3)(4)	D
Common Stock	02/19/2026		A		584(5)	A	$0	8,755(2)(6)	D
Common Stock	02/19/2026		A		407(7)	A	$0	9,162(2)(6)(8)	D
Common Stock	02/19/2026		A		1,985(9)	A	$0	11,147(2)(6)(8)	D
Common Stock	02/19/2026		F		1,499(10)	D	$31.125	9,648(6)(8)	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. 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 3,072 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 3,072 Performance Restricted Stock Units settled at the end of the 2023-2025 performance period upon certification by the Compensation Committee on 2/19/2026.

3. Includes 382 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 382 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 beneficially owned to reflect the amendment made to the Form 4 originally filed on 2/18/26. The amendment to the Form 4 was filed on 3/03/26 to correct the number of shares withheld to pay taxes applicable to the vesting of restricted stock on 2/13/26 and 2/14/26.

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 966 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 966 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 407 Performance Restricted Stock Units earned under the 2025-2027 Long Term Incentive Plan granted on 5/22/2025; those 407 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/Sara Fay Rolli by Judith Balog, attorney-in-fact	03/03/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Sara Fay Rolli report for FOSTER L B CO (FSTR)?

Sara Fay Rolli reported multiple stock awards and one tax-withholding disposition. Several common stock grants were acquired at no cost, and 1,499 shares were withheld and disposed at $31.125 per share to satisfy taxes on vested performance-based awards.

How many FSTR shares were disposed of for taxes in Sara Fay Rolli’s amended Form 4/A?

The amended filing shows 1,499 FSTR common shares disposed at $31.125 each. These shares were withheld to pay taxes due upon vesting and settlement of all earned performance shares from the 2023–2025 long-term incentive plan granted on February 14, 2023.

What long-term incentive plans are referenced in Sara Fay Rolli’s FSTR Form 4/A filing?

The filing references the 2023–2025, 2024–2026, and 2025–2027 long-term incentive plans. It notes performance share and performance restricted stock unit awards, with settlement expected at each plan’s performance-period end following Compensation Committee certification of results.

Why was Sara Fay Rolli’s Form 4 for FOSTER L B CO amended?

The Form 4 was amended to correct the number of shares beneficially owned and shares withheld for taxes. It updates amounts related to tax withholding on restricted stock vesting that occurred on February 13 and 14, 2026, and aligns the reported totals with those corrections.

How are performance restricted stock units treated in the FSTR insider report?

Performance restricted stock units are earned based on certified performance and settle later in stock. The filing notes units earned for the 2023–2025, 2024–2026, and 2025–2027 plans, which will generally settle at each plan’s end after Compensation Committee certification.