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

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.

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^*

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
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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.