FOSTER L B CO EVP updates equity awards

FOSTER L B CO executive Patrick J. Guinee, EVP General Counsel & Sec., reported multiple equity award transactions in common stock.

Rhea-AI Filing Summary

FOSTER L B CO executive Patrick J. Guinee, EVP General Counsel & Sec., reported multiple equity award transactions in common stock. On February 19, 2026, he acquired 7,170, 3,359, 1,239 and 5,613 shares through grant or award acquisitions tied to long-term incentive and restricted stock unit programs.

He also disposed of 10,091 shares at $31.125 per share to cover tax obligations upon vesting and settlement of earned performance shares from the 2023–2025 long-term incentive plan. This amended Form 4 corrects the number of shares beneficially owned and the number of shares withheld for taxes.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Guinee Patrick J.

Role EVP General Counsel & Sec.

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	7,170	$0.00	$0.00
Grant/Award	Common Stock	3,359	$0.00	$0.00
Grant/Award	Common Stock	1,239	$0.00	$0.00
Grant/Award	Common Stock	5,613	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	10,091	$31.125	$314K

Holdings After Transaction: Common Stock — 88,418 shares (Direct)

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 2,194 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 2,194 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 23,044 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 23,044 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 5,553 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 5,553 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 1,239 Performance Restricted Stock Units earned under the 2025-2027 Long Term Incentive Plan granted on 5/22/2025; those 1,239 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 Patrick J. Guinee report for FOSTER L B CO (FSTR)?

Patrick J. Guinee reported several equity award acquisitions and a tax-related share disposition. He received common stock from long-term incentive and restricted stock unit plans, then had shares withheld to satisfy tax liabilities tied to vested performance shares from the 2023–2025 incentive plan.

How many FSTR shares were granted and withheld in Patrick J. Guinee’s Form 4/A?

He acquired multiple blocks of common stock totaling several thousand shares through grant or award transactions, including performance-based units and RSUs. In a separate transaction, 10,091 shares of common stock were withheld at $31.125 per share to cover taxes on vested performance share awards.

What long-term incentive plans are referenced in the FSTR Form 4/A for Patrick J. Guinee?

The filing references the 2023–2025, 2024–2026, and 2025–2027 Long Term Incentive Plans. Performance share units and performance restricted stock units under these plans are earned based on certified performance results and generally settle at the end of each multi‑year performance period upon committee certification.

Why was Patrick J. Guinee’s Form 4 for FOSTER L B CO amended?

The Form 4 was amended to correct the number of shares beneficially owned and the number of shares withheld for taxes. The correction relates to shares used to satisfy tax obligations on restricted stock vesting and performance share settlements previously reported in the original Form 4 filing.

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

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Accepted by SEC EDGAR 03/09/2026 - 03:55 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
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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^*

Guinee Patrick J.

(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)
	EVP General Counsel & Sec.

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		7,170(1)	A	$0	88,298(2)(3)(4)	D
Common Stock	02/19/2026		A		3,359(5)	A	$0	91,657(3)(6)	D
Common Stock	02/19/2026		A		1,239(7)	A	$0	92,896(3)(6)(8)	D
Common Stock	02/19/2026		A		5,613(9)	A	$0	98,509(3)(6)(8)	D
Common Stock	02/19/2026		F		10,091(10)	D	$31.125	88,418(6)(8)	D

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 2,194 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 2,194 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 23,044 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 23,044 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 5,553 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 5,553 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 1,239 Performance Restricted Stock Units earned under the 2025-2027 Long Term Incentive Plan granted on 5/22/2025; those 1,239 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:

	/s/ Patrick J. Guinee by Judith Balog, attorney-in-fact	03/09/2026
	** Signature of Reporting Person	Date
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