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L.B. Foster (NASDAQ: FSTR) CEO corrects tax-withheld shares in Form 4

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

Rhea-AI Filing Summary

L.B. Foster Company director and CEO John F. Kasel reported an amended Form 4 reflecting equity award activity. On February 11, 2026, he exercised 1,667 Performance Stock Units from a performance-based award granted on March 31, 2021, converting them into an equal number of common shares.

To cover related tax obligations, 814 common shares were withheld at a price of $31.54 per share, reducing his directly held common stock to 225,540 shares. He also reports 13,908 common shares held indirectly in the L.B. Foster Company 401(k) Plan and 1,667 Performance Stock Units outstanding, plus additional performance restricted stock units tied to long-term incentive plans.

The amendment states it was filed to correct the previously reported number of shares withheld for taxes on 50 percent of the March 31, 2021 performance-based stock unit award that was earned on February 11, 2026.

Positive

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Negative

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Insider KASEL JOHN F
Role President & Chief Exec Officer
Type Security Shares Price Value
Exercise Performance Stock Units 1,667 $31.54 $53K
Exercise Common Stock 1,667 $0.00 --
Tax Withholding Common Stock 814 $31.54 $26K
holding Performance Stock Units -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Performance Stock Units — 0 shares (Direct); Common Stock — 226,354 shares (Direct); Common Stock — 13,908 shares (Indirect, L.B. Foster Company 401(k) Plan Shares)
Footnotes (1)
  1. This amount represents 50 percent of the Performance-based stock unit award granted on 3/31/2021 and earned on 2/11/2026. 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 by the Compensation Committee. This amended Form 4 was filed 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. Performance-based stock unit award of 3,333 shares was granted on 3/31/2021 and expires on 02/28/2026, 5 years after the grant date. Fifty percent of the award, or 1,666 shares, was earned on 4/05/2024. The remaining 50% of the award, or 1,667 shares, may be earned when the consecutive 30-day average closing stock price per share of the Company's common stock on the Nasdaq Stock Market is $30.00 per share or more and is generally subject to continued employment with the Company.
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)
02/11/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
02/12/2026 		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 02/11/2026 M 1,667(1) A $0 226,354(2)(3) D
Common Stock 02/11/2026 F 814(4) D $31.54 225,540(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
Performance Stock Units (5) (5) 02/28/2026 Common Stock 1,667(5) 1,667 D
Performance Stock Units (5) 02/11/2026 M 1,667(1) (5) 02/28/2026 Common Stock 1,667 $31.54 0 D
Explanation of Responses:
1. This amount represents 50 percent of the Performance-based stock unit award granted on 3/31/2021 and earned on 2/11/2026.
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 by the Compensation Committee.
4. This amended Form 4 was filed 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. Performance-based stock unit award of 3,333 shares was granted on 3/31/2021 and expires on 02/28/2026, 5 years after the grant date. Fifty percent of the award, or 1,666 shares, was earned on 4/05/2024. The remaining 50% of the award, or 1,667 shares, may be earned when the consecutive 30-day average closing stock price per share of the Company's common stock on the Nasdaq Stock Market is $30.00 per share or more and is generally subject to continued employment with the Company.
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 insider transactions did L.B. Foster (FSTR) CEO John F. Kasel report?

John F. Kasel reported exercising 1,667 Performance Stock Units into common stock and having 814 common shares withheld to pay taxes at $31.54 per share. After these transactions, he directly held 225,540 common shares, plus additional indirect and performance-based equity interests.

Why was this Form 4/A for L.B. Foster (FSTR) filed as an amendment?

The Form 4/A was filed to correct the number of common shares previously reported as withheld to pay taxes on 50 percent of a performance-based stock unit award granted March 31, 2021 and earned February 11, 2026, aligning the disclosure with the actual tax-withholding amount.

How many L.B. Foster (FSTR) shares does the CEO hold after this Form 4/A?

Following the reported transactions, John F. Kasel directly owns 225,540 shares of L.B. Foster common stock and indirectly holds 13,908 shares through the L.B. Foster Company 401(k) Plan, in addition to 1,667 Performance Stock Units and other performance restricted stock units from long-term incentive plans.

What performance stock unit award is referenced in L.B. Foster (FSTR) CEO’s Form 4/A?

The filing references a performance-based stock unit award of 3,333 shares granted March 31, 2021. Half, or 1,666 units, was earned April 5, 2024, and the remaining 1,667 units were earned on February 11, 2026 after meeting price conditions and continued employment requirements.

How were taxes handled on the L.B. Foster (FSTR) CEO’s equity award exercise?

Taxes on the February 11, 2026 exercise were satisfied by withholding 814 shares of L.B. Foster common stock at $31.54 per share rather than paying cash. This reduced the number of net shares received, which the amended filing corrects to show the accurate withholding figure.

What other long-term incentive awards does the L.B. Foster (FSTR) CEO have outstanding?

Footnotes state John F. Kasel has 58,202 Performance Restricted Stock Units from the 2023–2025 plan and 7,632 from the 2024–2026 plan. These units are scheduled to settle after December 31, 2025 and December 31, 2026, respectively, following Compensation Committee certification of performance.