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L.B. Foster (FSTR) CEO updates Form 4 for equity grants and tax withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4/A

Rhea-AI Filing Summary

L.B. Foster Company’s president and CEO John F. Kasel reported several equity awards and related tax withholding in common stock. On February 19, 2026, he acquired multiple blocks of common shares at a stated price of $0 under long-term incentive plans, reflecting earned performance share and restricted stock unit awards.

On the same date, 36,746 common shares at $31.125 per share were withheld to satisfy tax obligations tied to the vesting and settlement of earned performance shares from the 2023–2025 long-term incentive plan, rather than being sold on the open market. Footnotes explain that additional performance-based RSUs for the 2024–2026 and 2025–2027 periods will settle at future period-ends after Compensation Committee certification. This amended Form 4 corrects previously reported beneficial ownership and the number of shares withheld for taxes on an earlier award.

Positive

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Negative

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Insider KASEL JOHN F
Role President & Chief Exec Officer
Type Security Shares Price Value
Grant/Award Common Stock 26,289 $0.00 --
Grant/Award Common Stock 11,684 $0.00 --
Grant/Award Common Stock 4,754 $0.00 --
Grant/Award Common Stock 20,534 $0.00 --
Tax Withholding Common Stock 36,746 $31.125 $1.14M
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 243,539 shares (Direct); Common Stock — 13,908 shares (Indirect, L.B. Foster Company 401(k) Plan Shares)
Footnotes (1)
  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. Includes 7,632 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 7,632 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2026, upon certification by the Compensation Committee. Includes 84,491 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 84,491 Performance Restricted Stock Units settled at the end of the 2023-2025 performance period upon certification by the Compensation Committee on 2/19/2026. 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 3/09/2026 to correct the number of shares withheld to pay taxes applicable to the vesting of restricted stock related to the 2024-2026 LTIP awarded on 5/23/24. 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. Includes 19,316 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 19,316 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2026, upon certification of the Compensation Committee. 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. Includes 4,754 Performance Restricted Stock Units earned under the 2025-2027 Long Term Incentive Plan granted on 5/22/2025; those 4,754 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2027, upon certification by the Compensation Committee. 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. 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.
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*
KASEL JOHN F
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & Chief Exec Officer
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 26,289(1) A $0 243,539(2)(3)(4) D
Common Stock 02/19/2026 A 11,684(5) A $0 255,223(3)(6) D
Common Stock 02/19/2026 A 4,754(7) A $0 259,977(3)(6)(8) D
Common Stock 02/19/2026 A 20,534(9) A $0 280,511(3)(6)(8) D
Common Stock 02/19/2026 F 36,746(10) D $31.125 243,765(6)(8) D
Common Stock 13,908 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 7,632 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 7,632 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 84,491 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 84,491 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 2/18/26. 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 related to the 2024-2026 LTIP awarded on 5/23/24.
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 19,316 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 19,316 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 4,754 Performance Restricted Stock Units earned under the 2025-2027 Long Term Incentive Plan granted on 5/22/2025; those 4,754 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/ John F. Kasel 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 FOSTER L B CO (FSTR) report for John F. Kasel?

John F. Kasel reported multiple acquisitions of common stock on February 19, 2026, as equity awards under long-term incentive plans. The filing also shows shares withheld to cover taxes on vested performance shares from the 2023–2025 incentive period.

Were any open-market share sales reported in this FSTR Form 4/A filing?

No open-market sales are described. The disposition labeled with code F reflects 36,746 common shares withheld at $31.125 per share to pay taxes on vested performance shares, not a discretionary market sale by the CEO.

Why was the FSTR Form 4/A for John F. Kasel amended?

The Form 4 was amended to correct the number of shares beneficially owned and the number of shares withheld to pay taxes. The correction relates to restricted stock and performance share vesting under the 2024–2026 long-term incentive plan previously reported.

What long-term incentive plans are referenced in the FSTR Form 4/A?

The filing references the 2023–2025, 2024–2026, and 2025–2027 Long Term Incentive Plans. It notes performance share units and performance restricted stock units that were earned based on certified performance results and will settle at specified future period-end dates.

How many FSTR shares were withheld for taxes in the CEO’s Form 4/A?

The filing shows 36,746 shares of common stock withheld at $31.125 per share. These shares were applied to satisfy tax liabilities upon vesting and settlement of all earned performance shares from the 2023–2025 long-term incentive plan.

Does the FSTR Form 4/A include performance-based RSUs that have not yet settled?

Yes. Footnotes state that certain performance restricted stock units from the 2024–2026 and 2025–2027 long-term incentive plans have been earned but will settle at the end of their performance periods, following future Compensation Committee certification.