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Foster L.B. (FSTR) EVP uses company shares to cover tax on awards

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Form Type
4/A

Rhea-AI Filing Summary

Foster L B Co EVP and General Counsel Patrick J. Guinee reported two tax-related share dispositions under the company’s long-term incentive plans. On February 13 and 14, 2026, a total of 2,435 shares of common stock were withheld at $31.63 per share to cover taxes on vesting restricted stock. After these transactions, Guinee directly held 81,128 shares of common stock, which includes performance restricted stock units earned under the 2023–2025 and 2024–2026 Long Term Incentive Plans. This amended Form 4 corrects the number of shares previously reported as withheld for taxes related to the 2023–2025 plan.

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Insider Guinee Patrick J.
Role EVP General Counsel & Sec.
Type Security Shares Price Value
Tax Withholding Common Stock 1,507 $31.63 $48K
Tax Withholding Common Stock 928 $31.63 $29K
Holdings After Transaction: Common Stock — 81,128 shares (Direct)
Footnotes (1)
  1. Shares withheld to pay taxes applicable to the vesting of restricted stock related to the 2024-2026 LTIP awarded on 5/23/24. Includes 15,874 Performance Restricted Stock Units earned under the 2023-2025 Long Term Incentive Plan granted on 2/14/2023; those 15,874 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2025, upon certification by the Compensation Committee. Includes 2,194 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 2,194 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2026, upon certification by the Compensation Committee. This amended Form 4 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.
Form 4 Insider Transactions: What Each Field Means →
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*
Guinee Patrick J.
(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 General Counsel & Sec.
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 928(1) D $31.63 82,635(2)(3) D
Common Stock 02/14/2026 F 1,507(4) D $31.63 81,128(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
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. Includes 15,874 Performance Restricted Stock Units earned under the 2023-2025 Long Term Incentive Plan granted on 2/14/2023; those 15,874 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 2,194 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 2,194 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 the vesting of restricted stock related to the 2023-2025 LTIP awarded on 2/14/23.
Remarks:
/s/ Patrick J. Guinee 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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did FSTR executive Patrick J. Guinee report?

Patrick J. Guinee reported two tax-withholding dispositions of Foster L B Co common stock. On February 13 and 14, 2026, a combined 2,435 shares were withheld at $31.63 per share to satisfy taxes due on vesting restricted stock awards under long-term incentive plans.

Were Patrick J. Guinee’s FSTR transactions open-market sales?

No, the transactions were tax-withholding dispositions, not open-market sales. Shares were automatically withheld by Foster L B Co to pay taxes owed on vesting restricted stock from long-term incentive plans, as indicated by transaction code F and the accompanying footnotes.

How many FSTR shares does Patrick J. Guinee hold after these transactions?

After the reported tax-withholding transactions, Patrick J. Guinee directly holds 81,128 shares of Foster L B Co common stock. This figure includes performance restricted stock units earned under the 2023–2025 and 2024–2026 Long Term Incentive Plans that will settle at future performance period end dates.

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

The Form 4/A was filed to correct the number of shares previously reported as withheld for taxes. The amendment specifies it fixes the share count related to tax withholding on restricted stock vesting from the 2023–2025 Long Term Incentive Plan granted on February 14, 2023.

What long-term incentive plans are referenced in Patrick J. Guinee’s FSTR filing?

The filing references the 2023–2025 and 2024–2026 Long Term Incentive Plans. It notes performance restricted stock units earned under each plan, which are scheduled to settle on December 31, 2025, and December 31, 2026, respectively, after certification by the Compensation Committee.

What do the footnotes reveal about FSTR performance restricted stock units?

The footnotes state that Guinee has 15,874 performance restricted stock units from the 2023–2025 plan and 2,194 from the 2024–2026 plan. These units will settle on December 31, 2025, and December 31, 2026, respectively, once the Compensation Committee certifies performance results.