Tax share withholdings by Foster L B CO (FSTR) senior VP

Q: What insider transactions did FSTR executive Robert Ness report?

Robert Ness reported two tax-withholding dispositions of FSTR common stock. On February 13 and 14, 2026, a total of 548 and 850 shares, respectively, were withheld and disposed of at $31.63 per share to satisfy tax obligations on vested restricted stock.

Q: Why was this Form 4/A for FOSTER L B CO (FSTR) filed as an amendment?

The amended Form 4 was filed to correct the number of shares withheld to pay taxes. These corrections relate to restricted stock vesting under the 2023–2025 and 2024–2026 Long Term Incentive Plans, ensuring the reported tax-withholding share amounts are accurate.

Q: Were the FSTR insider transactions open-market sales or tax withholdings?

The reported FSTR insider transactions were tax-withholding dispositions , not open-market sales. Shares of common stock were delivered and disposed of to pay tax liabilities arising from the vesting of restricted stock granted under the company’s long-term incentive plans.

Q: How many FSTR shares were disposed of for tax withholding and at what price?

In total, 1,398 shares of FSTR common stock were disposed of for tax withholding. The transactions covered 548 shares and 850 shares , each at a price of $31.63 per share , to satisfy tax obligations tied to restricted stock vesting.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

4/A

Rhea-AI Filing Summary

FOSTER L B CO senior vice president Robert Ness reported amended insider transactions related to tax withholding on vested stock awards. On February 13 and 14, 2026, a total of 850 and 548 shares of common stock, respectively, were disposed of at $31.63 per share to cover tax liabilities tied to restricted stock vesting under the company’s 2023–2025 and 2024–2026 Long Term Incentive Plans. After these tax-withholding dispositions, he continued to hold tens of thousands of shares, including performance restricted stock units scheduled to settle at the end of the 2025 and 2026 performance periods upon Compensation Committee certification.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Ness Robert

Role SVP, Precast Concrete Products

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	850	$31.63	$27K
Tax Withholding	Common Stock	548	$31.63	$17K

Holdings After Transaction: Common Stock — 28,616 shares (Direct)

Footnotes (1)

This amended Form 4 was filed to correct the number of shares withheld to pay taxes applicable to the vesting of restricted stock related to the 2024-2026 LTIP awarded on 5/23/24. Includes 1,272 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 1,272 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2026, upon certification by the Compensation Committee. Includes 7,937 Performance Restricted Stock Units earned under the 2023-2025 Long Term Incentive Plan granted on 2/14/2023; those 7,937 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2025, upon certification by the Compensation Committee. This amended Form 4 was filed to also correct the number of shares withheld to pay taxes applicable to the vesting of restricted stock related to the 2023-2025 LTIP awarded on 2/14/23.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 03/09/2026 - 04:02 PM

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^*

Ness Robert

(Last)

(First)

(Middle)

L.B. FOSTER COMPANY

415 HOLIDAY DRIVE, SUITE 100

(Street)

PITTSBURGH

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)
	SVP, Precast Concrete Products

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/13/2026		F		548⁽¹⁾	D	$31.63	29,466⁽²⁾⁽³⁾	D
Common Stock	02/14/2026		F		850⁽⁴⁾	D	$31.63	28,616⁽²⁾⁽³⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. This amended Form 4 was filed to correct the number of shares withheld to pay taxes applicable to the vesting of restricted stock related to the 2024-2026 LTIP awarded on 5/23/24.

2. Includes 1,272 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 1,272 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 7,937 Performance Restricted Stock Units earned under the 2023-2025 Long Term Incentive Plan granted on 2/14/2023; those 7,937 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2025, upon certification by the Compensation Committee.

4. This amended Form 4 was filed to also correct the number of shares withheld to pay taxes applicable to the vesting of restricted stock related to the 2023-2025 LTIP awarded on 2/14/23.

Remarks:

	Robert Ness 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 transactions did FSTR executive Robert Ness report?

Robert Ness reported two tax-withholding dispositions of FSTR common stock. On February 13 and 14, 2026, a total of 548 and 850 shares, respectively, were withheld and disposed of at $31.63 per share to satisfy tax obligations on vested restricted stock.

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

The amended Form 4 was filed to correct the number of shares withheld to pay taxes. These corrections relate to restricted stock vesting under the 2023–2025 and 2024–2026 Long Term Incentive Plans, ensuring the reported tax-withholding share amounts are accurate.

Were the FSTR insider transactions open-market sales or tax withholdings?

The reported FSTR insider transactions were tax-withholding dispositions, not open-market sales. Shares of common stock were delivered and disposed of to pay tax liabilities arising from the vesting of restricted stock granted under the company’s long-term incentive plans.

How many FSTR shares were disposed of for tax withholding and at what price?

In total, 1,398 shares of FSTR common stock were disposed of for tax withholding. The transactions covered 548 shares and 850 shares, each at a price of $31.63 per share, to satisfy tax obligations tied to restricted stock vesting.

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

The footnotes reference performance restricted stock units from the 2023–2025 and 2024–2026 Long Term Incentive Plans. Awards of 7,937 and 1,272 units are scheduled to settle after the performance periods end, subject to Compensation Committee certification.

Does Robert Ness still hold FSTR equity after these tax-withholding transactions?

Yes. After the tax-withholding dispositions, Robert Ness continued to hold tens of thousands of FSTR shares, including performance restricted stock units that are expected to settle at the end of the 2025 and 2026 performance periods upon certification.