L.B. Foster controller reports tax share withholdings

Rhea-AI Filing Summary

L.B. Foster Company’s Controller, Sean M. Reilly, reported tax-related share withholdings tied to vesting of restricted stock. On February 14, 2026, 686 shares of common stock were disposed of at $31.63 per share, and on February 13, 2026, 362 shares were similarly disposed of to cover taxes. After these transactions, he directly owned 26,944 and 27,630 common shares at each respective date, and also held indirect shares through the L.B. Foster Company 401(k) Plan. Footnotes note performance restricted stock units under 2023–2025 and 2024–2026 long-term incentive plans that will settle after their performance periods, and clarify this Form 4/A corrects the previously reported number of tax-withheld shares for an earlier award.

Insider Trade Summary

Exercise Price or Tax Liability: 1,048 shares

Exercise Price or Tax Liability 3 txns

Insider REILLY SEAN M

Role Controller

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	686	$31.63	$22K
Exercise Price or Tax Liability	Common Stock	362	$31.63	$11K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 26,944 shares (Direct); Common Stock — 1,013 shares (Indirect, L.B. Foster Company 401(k) Plan Shares)

Footnotes (4)

1. F1. Shares withheld to pay taxes applicable to the vesting of restricted stock related to the 2024-2026 LTIP awarded on 5/23/24.
2. F2. Includes 6,614 Performance Restricted Stock Units earned under the 2023-2025 Long Term Incentive Plan granted on 2/14/2023; those 6,614 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2025, upon certification by the Compensation Committee.
3. F3. 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.
4. F4. 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 2023-2025 LTIP awarded on 2/14/23.

FAQ

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

What insider transactions did FOSTER L B CO (FSTR) report for Sean M. Reilly?

The filing reports two tax-withholding dispositions of common stock by Controller Sean M. Reilly, totaling 1,048 shares at $31.63 per share. These arose from restricted stock vesting under long-term incentive plans, rather than open-market buying or selling activity.

Why were FSTR shares disposed of in Sean M. Reilly’s Form 4/A filing?

Shares were disposed of to pay taxes on vesting restricted stock awards. Footnotes state the shares were withheld to satisfy tax liabilities tied to long-term incentive plan awards, a common administrative mechanism rather than a discretionary open-market sale of L.B. Foster stock.

How many FSTR shares were involved in the February 2026 tax-withholding transactions?

The transactions involved 686 shares of common stock on February 14, 2026 and 362 shares on February 13, 2026. Both were priced at $31.63 per share and classified as tax-withholding dispositions related to vesting restricted stock awards.

What is Sean M. Reilly’s FSTR share ownership after the reported transactions?

After the February 14, 2026 tax-withholding transaction, Sean M. Reilly directly owned 26,944 common shares. The filing also shows 1,013 shares held indirectly through the L.B. Foster Company 401(k) Plan, plus performance restricted stock units scheduled to settle in later years.

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

Footnotes reference performance restricted stock units from the 2023–2025 and 2024–2026 Long Term Incentive Plans. They state 6,614 units and 859 units respectively, which will settle after performance periods end, following Compensation Committee certification of results.

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

The Form 4/A was filed to correct the number of shares previously reported as withheld for taxes on restricted stock vesting under the 2023–2025 LTIP. A footnote explains the amendment adjusts the earlier count of tax-withheld shares from that prior award.

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

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Accepted by SEC EDGAR 03/09/2026 - 04:06 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)
02/13/2026

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		362(1)	D	$31.63	27,630(2)(3)	D
Common Stock	02/14/2026		F		686(4)	D	$31.63	26,944(2)(3)	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. 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 6,614 Performance Restricted Stock Units earned under the 2023-2025 Long Term Incentive Plan granted on 2/14/2023; those 6,614 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 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.

4. 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 2023-2025 LTIP awarded on 2/14/23.

Remarks:

	Sean M. Reilly 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.
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