FSTR Controller reports equity awards, tax share withholding

Rhea-AI Filing Summary

L.B. Foster Company Controller Sean M. Reilly reported several equity compensation transactions in common stock on February 19, 2026. He received multiple stock grants classified as awards or other acquisitions, and a portion of shares was withheld to cover tax liabilities tied to vested performance shares.

The filing also reports a tax-withholding disposition of 4,308 shares at a price of $31.125 per share, leaving 29,483 directly owned shares after that transaction, plus 1,013 shares held indirectly in the L.B. Foster Company 401(k) Plan. This Form 4 amendment corrects previously reported tax-withheld and beneficially owned share amounts.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider REILLY SEAN M

Role Controller

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,987	$0.00	$0.00
Grant/Award	Common Stock	1,315	$0.00	$0.00
Grant/Award	Common Stock	492	$0.00	$0.00
Grant/Award	Common Stock	2,053	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	4,308	$31.125	$134K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 29,483 shares (Direct); Common Stock — 1,013 shares (Indirect, L.B. Foster Company 401(k) Plan Shares)

Footnotes (10)

1. F1. 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. F2. Includes 859 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 859 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2026, upon certification by the Compensation Committee.
3. F3. Includes 9,601 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 9,601 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. F4. 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 2/18/2026. 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 on 2/14/2026.
5. F5. 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. F6. Includes 2,174 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 2,174 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2026, upon certification of the Compensation Committee.
7. F7. 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. F8. Includes 492 Performance Restricted Stock Units earned under the 2025-2027 Long Term Incentive Plan granted on 5/22/2025; those 492 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2027, upon certification by the Compensation Committee.
9. F9. 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. F10. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did FSTR Controller Sean M. Reilly report?

Sean M. Reilly reported several equity compensation transactions in L.B. Foster common stock, including stock grants classified as awards and a tax-withholding disposition. These reflect performance-based share programs and related tax settlements rather than open-market buying or selling activity.

How many FSTR shares were disposed of for taxes in this Form 4/A?

The filing shows a tax-withholding disposition of 4,308 shares of L.B. Foster common stock at $31.125 per share. These shares were withheld to pay taxes owed on vested and settled performance shares from the 2023–2025 long-term incentive plan.

Why was this Form 4 for FSTR amended?

The Form 4 was amended to correct the number of shares beneficially owned and the number of shares withheld for taxes. The amendment updates figures originally reported on February 18, 2026 and further corrected on March 9, 2026 related to restricted stock vesting.

What long-term incentive plans are referenced in Sean M. Reilly’s FSTR filing?

The filing references the 2023–2025, 2024–2026, and 2025–2027 Long Term Incentive Plans. It describes performance share units and performance restricted stock units earned based on certified performance results and settling at the end of each respective performance period.

Does Sean M. Reilly hold FSTR shares indirectly through a retirement plan?

Yes. The filing lists 1,013 shares of L.B. Foster common stock held indirectly through the L.B. Foster Company 401(k) Plan. This position is reported separately from his directly owned shares and reflects retirement plan holdings rather than standard brokerage ownership.

Are the reported FSTR transactions open-market purchases or sales?

No. The transactions are classified as equity awards, performance-based share settlements, and a tax-withholding disposition. They arise from long-term incentive plans and restricted stock vesting, rather than discretionary open-market buying or selling of L.B. Foster common stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/09/2026 - 04:08 PM Learn about SEC filing dates

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^*

REILLY SEAN M

(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)
	Controller

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		2,987(1)	A	$0	29,931(2)(3)(4)	D
Common Stock	02/19/2026		A		1,315(5)	A	$0	31,246(3)(6)	D
Common Stock	02/19/2026		A		492(7)	A	$0	31,738(3)(6)(8)	D
Common Stock	02/19/2026		A		2,053(9)	A	$0	33,791(3)(6)(8)	D
Common Stock	02/19/2026		F		4,308(10)	D	$31.125	29,483(6)(8)	D
Common Stock								1,013	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 859 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 859 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 9,601 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 9,601 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 2/18/2026. 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 on 2/14/2026.

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 2,174 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 2,174 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 492 Performance Restricted Stock Units earned under the 2025-2027 Long Term Incentive Plan granted on 5/22/2025; those 492 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:

	Sean M. Reilly by Judith Balog, attorney-in-fact	03/09/2026
	** Signature of Reporting Person	Date
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