Foster L B Co (FSTR) SVP logs stock awards and tax withholding

Rhea-AI Filing Summary

Foster L B Co senior vice president Robert Ness reported multiple stock award transactions and a tax-withholding share disposition. On February 19, 2026, he acquired 3,585, 1,947, 764, and 3,422 shares of common stock through grants and settlements of performance share and restricted stock unit awards under the company’s long-term incentive plans.

Footnotes explain these awards relate to the 2023-2025, 2024-2026, and 2025-2027 Long Term Incentive Plans, with earned performance measured at 47.2%, 39.5%, and 11.2% for the 2025 performance year. A separate transaction disposed of 5,281 shares at $31.125 per share to cover taxes on vested performance shares. The amended Form 4 corrects the number of shares beneficially owned and the shares withheld for taxes in earlier filings.

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^*

Ness Robert

(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, Precast Concrete Products

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		3,585(1)	A	$0	32,201(2)(3)(4)	D
Common Stock	02/19/2026		A		1,947(5)	A	$0	34,148(3)(6)	D
Common Stock	02/19/2026		A		764(7)	A	$0	34,912(3)(6)(8)	D
Common Stock	02/19/2026		A		3,422(9)	A	$0	38,334(3)(6)(8)	D
Common Stock	02/19/2026		F		5,281(10)	D	$31.125	33,053(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 1,272 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 1,272 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2026, upon certification of the Compensation Committee.

3. Includes 11,522 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 11,522 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 2/13/2026 and 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 3,219 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 3,219 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 764 Performance Restricted Stock Units earned under the 2025-2027 Long Term Incentive Plan granted on 5/22/2025; those 764 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:

	Robert Ness by Judith Balog, attorney-in-fact	03/09/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did FOSTER L B CO (FSTR) report for Robert Ness?

Robert Ness reported several stock award acquisitions and one tax-withholding share disposition. On February 19, 2026, he received multiple common stock grants from performance and restricted stock unit awards and had 5,281 shares withheld at $31.125 per share to satisfy related tax obligations.

How many FSTR shares were used for tax withholding in Robert Ness’s filing?

The filing shows 5,281 shares of Foster L B Co common stock were disposed of at $31.125 per share. Footnotes state these shares were withheld to pay taxes upon the vesting and settlement of all earned performance shares related to the 2023-2025 long-term incentive plan.

Which long-term incentive plans are referenced in the FSTR Form 4/A for Robert Ness?

The Form 4/A references the 2023-2025, 2024-2026, and 2025-2027 Long Term Incentive Plans. Performance share and restricted stock unit awards under these plans were earned based on certified results for the annual period ended December 31, 2025, and will settle at the respective performance period ends.

What performance percentages were certified for Robert Ness’s FSTR incentive awards?

Footnotes state performance was certified at 47.2% for the 2023-2025 plan, 39.5% for the 2024-2026 plan, and 11.2% for the 2025-2027 plan. These percentages determine the number of performance restricted stock units earned for the annual period ended December 31, 2025.

Why was the FSTR Form 4/A for Robert Ness filed as an amendment?

The amended Form 4 was filed to correct the number of shares beneficially owned and the number of shares withheld for taxes. Footnotes explain it revises figures from a Form 4 originally filed on February 18, 2026 and an amendment filed on March 9, 2026, tied to restricted stock vesting.

When will Robert Ness’s outstanding FSTR performance restricted stock units settle?

Footnotes indicate certain performance restricted stock units from the 2024-2026 plan, including 1,272 and 3,219 units, will settle at the end of the performance period on December 31, 2026. Units from the 2025-2027 plan, including 764 units, will settle on December 31, 2027.