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Foster L B (FSTR) CEO amends filing on tax-share withholdings

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

Rhea-AI Filing Summary

Foster L B Co President and CEO John F. Kasel filed an amended insider report showing shares withheld to cover taxes on recent equity awards. On February 14, 2026, 5,383 shares of common stock were disposed of at $31.63 per share for tax-withholding, leaving 217,250 directly held shares. On February 13, 2026, another 2,907 shares were withheld at the same price, after which direct holdings were 222,633 shares. The amendment corrects prior reports of shares withheld for taxes tied to restricted stock and performance-based awards under the company’s long-term incentive plans. Kasel also indirectly holds 13,908 shares through the L.B. Foster Company 401(k) Plan and has earned 58,202 performance restricted stock units for the 2023–2025 plan and 7,632 units for the 2024–2026 plan that are scheduled to settle after their respective performance periods, subject to Compensation Committee certification.

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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 2,907 $31.63 $92K
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 217,250 shares (Direct); Common Stock — 13,908 shares (Indirect, L.B. Foster Company 401(k) Plan Shares)
Footnotes (1)
  1. This amendment was filed to correct the shares withheld to pay taxes applicable to the vesting of restricted stock related to the 2024-2026 LTIP awarded on 5/23/24. An amendment to the original Form 4 was filed on 2/20/2026 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 2/20/2026 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. 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. 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 2,907(1) D $31.63 222,633(2)(3)(4) D
Common Stock 02/14/2026 F 5,383(5) D $31.63 217,250(3)(4) 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. This amendment was filed to correct the shares withheld to pay taxes applicable to the vesting of restricted stock related to the 2024-2026 LTIP awarded on 5/23/24.
2. An amendment to the original Form 4 was filed on 2/20/2026 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 2/20/2026 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.
3. 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.
4. 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.
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 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 activity did FSTR CEO John F. Kasel report in this Form 4/A?

John F. Kasel reported tax-related share dispositions, not open-market sales. The filing shows company shares withheld to pay taxes on vested restricted and performance-based stock awards under long-term incentive plans, with updated post-transaction share holdings disclosed for transparency.

How many FOSTER L B CO (FSTR) shares were withheld for taxes in the amendment?

A total of 8,290 shares were withheld for taxes. This includes 5,383 shares on February 14, 2026 and 2,907 shares on February 13, 2026, both at $31.63 per share, to satisfy tax obligations on vested equity awards.

Did the FSTR CEO sell shares on the open market in this Form 4/A filing?

No, the reported transactions are tax-withholding dispositions, not open-market sales. Shares were surrendered at $31.63 per share to cover tax liabilities triggered by vesting of restricted and performance-based stock awards under long-term incentive plans.

What are John F. Kasel’s reported FSTR share holdings after these tax-withholding transactions?

After the February 14, 2026 tax-withholding, John F. Kasel directly holds 217,250 common shares. He also indirectly holds 13,908 shares through the L.B. Foster Company 401(k) Plan, as separately reported in the filing’s ownership table.

What long-term incentive plan awards are referenced in the FSTR Form 4/A footnotes?

Footnotes reference restricted and performance-based awards under the 2023–2025 and 2024–2026 Long Term Incentive Plans. They note 58,202 performance restricted stock units and 7,632 units earned that are scheduled to settle after the performance periods, subject to Compensation Committee certification.

Why was this FOSTER L B CO Form 4/A filed as an amendment?

The amendment corrects earlier reports of shares withheld for taxes and the related beneficial ownership figures. It clarifies the number of shares used to satisfy tax obligations on vested restricted stock and performance-based units from prior long-term incentive plan grants.