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Tax-withholding share moves by L.B. Foster (FSTR) CEO Kasel

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Form Type
4/A

Rhea-AI Filing Summary

L.B. Foster Company director and CEO John F. Kasel reported tax-related share dispositions in this amended Form 4. On February 13 and 14, 2026, a total of 8,459 shares of common stock were withheld at $31.63 per share to cover taxes on vesting restricted stock under the 2023-2025 and 2024-2026 long-term incentive plans.

After these dispositions, he directly owned 217,081 shares, and 13,908 shares were held indirectly in the L.B. Foster Company 401(k) Plan. Footnotes note additional performance restricted stock units, including 58,202 RSUs from the 2023-2025 plan and 7,632 RSUs from the 2024-2026 plan, which will settle after their respective performance periods.

The amendment also corrects previously reported tax-withheld shares tied to a performance-based stock unit award granted on March 31, 2021 and earned on February 11, 2026.

Positive

  • None.

Negative

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Insider KASEL JOHN F
Role President & Chief Exec Officer
Type Security Shares Price Value
Tax Withholding Common Stock 5,383 $31.63 $170K
Tax Withholding Common Stock 3,076 $31.63 $97K
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 217,081 shares (Direct); Common Stock — 13,908 shares (Indirect, L.B. Foster Company 401(k) Plan Shares)
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 58,202 Performance Restricted Stock Units earned under the 2023-2025 Long Term Incentive Plan granted on 2/14/2023; those 58,202 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2025, upon certification by the Compensation Committee. 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 of the Compensation Committee. 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 2/12/2026. The amendment to the Form 4 was filed on 2/23/2026 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. 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*
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)
02/13/2026
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 3,076(1) D $31.63 222,464(2)(3)(4) D
Common Stock 02/14/2026 F 5,383(5) D $31.63 217,081(2)(3) 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. 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 58,202 Performance Restricted Stock Units earned under the 2023-2025 Long Term Incentive Plan granted on 2/14/2023; those 58,202 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 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 of 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 2/12/2026. The amendment to the Form 4 was filed on 2/23/2026 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. 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/ John F. Kasel by Judith Balog, attorney-in-fact 02/20/2026
** 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 did FSTR CEO John F. Kasel report in this amended Form 4?

The amended filing reports tax-related share dispositions, not open-market sales. A total of 8,459 L.B. Foster common shares were withheld at $31.63 per share to satisfy tax obligations tied to vesting restricted stock from long-term incentive plans.

How many L.B. Foster (FSTR) shares were disposed of for taxes and at what price?

Two tax-withholding dispositions totaled 8,459 common shares. They occurred at a price of $31.63 per share, reflecting shares withheld by the company to cover tax liabilities arising from vesting restricted stock under long-term incentive programs.

How many FSTR shares does John F. Kasel own after these transactions?

Following the reported tax-withholding transactions, John F. Kasel directly owned 217,081 L.B. Foster common shares. In addition, 13,908 shares were held indirectly through the L.B. Foster Company 401(k) Plan Shares, reflecting his retirement-plan-related beneficial ownership.

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

The filing references the 2023-2025 and 2024-2026 Long Term Incentive Plans. It notes restricted stock vesting that triggered tax withholding, as well as performance restricted stock units that will settle after performance periods ending December 31, 2025 and December 31, 2026.

What performance restricted stock units does John F. Kasel hold according to the filing?

The filing states he earned 58,202 performance restricted stock units under the 2023-2025 plan and 7,632 under the 2024-2026 plan. These units will settle after their performance periods end, subject to Compensation Committee certification at each period’s completion.

Why was this L.B. Foster (FSTR) Form 4 amended?

The amendment corrects the number of shares beneficially owned and the shares withheld for taxes. It specifically adjusts amounts related to 50 percent of a performance-based stock unit award granted on March 31, 2021 and earned on February 11, 2026.