Foster L B (NASDAQ: FSTR) SVP reports tax-share dispositions

Rhea-AI Filing Summary

Foster L B Co senior vice president Sara Fay Rolli reported amended insider transactions related to tax withholding on equity awards. On February 14, 2026, 221 shares of common stock were disposed of at $31.63 per share to cover tax obligations, leaving 7,215 shares held directly. On February 13, 2026, 161 shares were similarly disposed of at $31.63, after which direct holdings were 7,436 shares.

The filing states these corrections relate to restricted stock vesting under the company’s 2023–2025 and 2024–2026 Long Term Incentive Plans. Rolli’s reported holdings also include 2,116 Performance Restricted Stock Units from the 2023–2025 plan and 382 Performance Restricted Stock Units from the 2024–2026 plan, which are scheduled to settle after performance periods ending December 31, 2025 and December 31, 2026, respectively, upon Compensation Committee certification.

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^*

Rolli Sara Fay

(Last) (First) (Middle)

C/O 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, Operational Admin

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		161(1)	D	$31.63	7,436(2)(3)	D
Common Stock	02/14/2026		F		221(4)	D	$31.63	7,215(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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 2,116 Performance Restricted Stock Units earned under the 2023-2025 Long Term Incentive Plan granted on 2/14/2023; those 2,116 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 382 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 382 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 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:

	/s/Sara Fay Rolli by Judith Balog, attorney-in-fact	03/03/2026
	** 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 Sara Fay Rolli?

Sara Fay Rolli reported two tax-withholding dispositions of common stock, totaling 382 shares at $31.63 per share, on February 13 and 14, 2026. These transactions covered taxes on vesting restricted stock from the company’s long-term incentive plans and adjusted her directly held share count.

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

The Form 4/A was filed to correct the number of shares withheld to pay taxes on vesting restricted stock from the 2023–2025 and 2024–2026 Long Term Incentive Plans. It updates previously reported tax-share amounts tied to those award vestings for greater accuracy in insider ownership reporting.

How many FOSTER L B CO (FSTR) shares does Sara Fay Rolli hold after the reported transactions?

After the February 14, 2026 tax-withholding disposition of 221 shares, Sara Fay Rolli directly holds 7,215 shares of FOSTER L B CO common stock. This figure reflects the net position following both corrected tax-related share withholdings disclosed in the amended Form 4 filing.

What long-term incentive awards are disclosed for Sara Fay Rolli at FOSTER L B CO (FSTR)?

The filing notes 2,116 Performance Restricted Stock Units from the 2023–2025 Long Term Incentive Plan and 382 Performance Restricted Stock Units from the 2024–2026 plan. These units are scheduled to settle after performance periods ending December 31, 2025 and December 31, 2026, following Compensation Committee certification.

Are the FOSTER L B CO (FSTR) insider transactions open-market sales or tax withholdings?

The transactions are coded “F,” meaning shares were disposed of to pay tax liabilities associated with restricted stock vesting, not traditional open-market sales. They represent tax-withholding dispositions, where shares are delivered to satisfy tax obligations arising from long-term incentive awards.

What does transaction code "F" mean in the FOSTER L B CO (FSTR) Form 4/A?

Transaction code “F” indicates payment of an exercise price or tax liability by delivering securities instead of cash. In this case, it reflects shares of FOSTER L B CO common stock withheld and disposed of to cover taxes due upon vesting of restricted stock awards.