L.B. Foster (FSTR) SVP Lippard logs tax-withholding stock dispositions in Form 4/A

Rhea-AI Filing Summary

L.B. Foster Company senior vice president Gregory W. Lippard reported tax-related share dispositions tied to long-term incentives. On February 13, 2026, 765 shares of common stock were withheld at $31.63 per share to cover taxes on vesting. On February 14, 2026, an additional 1,340 shares were withheld at $31.63 per share for the same purpose, reflecting tax-withholding dispositions rather than open-market sales.

After these transactions, Lippard directly held 70,772 common shares. He also had indirect ownership of 1,531 shares through the L.B. Foster Company 401(k) Plan. The filing notes 1,749 Performance Restricted Stock Units from the 2024-2026 Long Term Incentive Plan that are scheduled to settle after December 31, 2026, and 13,227 Performance Restricted Stock Units from the 2023-2025 plan expected to settle after December 31, 2025. This amended Form 4 corrects the number of shares withheld for taxes related to the 2023-2025 incentive award.

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

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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^*

LIPPARD GREGORY W

(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)
	SVP -Rail

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		765(1)	D	$31.63	72,112(2)(3)	D
Common Stock	02/14/2026		F		1,340(4)	D	$31.63	70,772(2)(3)	D
Common Stock								1,531	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 1,749 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 1,749 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 13,227 Performance Restricted Stock Units earned under the 2023-2025 Long Term Incentive Plan granted on 2/14/2023; those 13,227 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 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:

	/s/ Gregory W. Lippard 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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FAQ

What insider transactions did FOSTER L B CO (FSTR) report for Gregory W. Lippard?

Gregory W. Lippard reported two tax-withholding dispositions of L.B. Foster common stock. On February 13, 2026, 765 shares were withheld, and on February 14, 2026, 1,340 shares were withheld, both at $31.63 per share to satisfy tax obligations on vested restricted stock.

Were the recent FSTR insider share moves open-market sales or tax withholdings?

The transactions were tax-withholding dispositions, not open-market sales. Shares were withheld to pay taxes on vesting restricted stock under long-term incentive plans, using transaction code “F” for payment of tax liability by delivering securities rather than discretionary selling into the market.

How many FSTR shares does Gregory W. Lippard hold after these transactions?

After the reported tax-withholding dispositions, Gregory W. Lippard directly held 70,772 shares of L.B. Foster common stock. He also held 1,531 shares indirectly through the L.B. Foster Company 401(k) Plan, reflecting his ongoing equity stake following the incentive-related tax settlements.

What long-term incentive awards are disclosed for FSTR executive Gregory W. Lippard?

The filing discloses 1,749 Performance Restricted Stock Units from the 2024-2026 Long Term Incentive Plan and 13,227 Performance Restricted Stock Units from the 2023-2025 plan. These units will settle after December 31, 2026 and December 31, 2025, respectively, subject to Compensation Committee certification.

Why was this Form 4/A for FSTR filed as an amendment?

The Form 4/A was filed to correct the number of shares withheld for taxes on restricted stock from the 2023-2025 Long Term Incentive Plan. It updates previously reported figures so the tax-withholding share count tied to that award accurately reflects the actual restricted stock vesting event.

What price per share was used for the FSTR tax-withholding dispositions?

Both reported tax-withholding dispositions used a price of $31.63 per share. On February 13, 2026, 765 shares were withheld at this price, and on February 14, 2026, 1,340 shares were withheld at the same price, reflecting the valuation applied for satisfying related tax obligations.