Tax-withholding stock dispositions by FOSTER L B CO (FSTR) EVP & CFO

Rhea-AI Filing Summary

FOSTER L B CO executive William M. Thalman, EVP & CFO, reported two tax-withholding dispositions of common stock. On February 14, 2026, 1,721 shares were withheld at $31.63 per share, and on February 13, 2026, 1,007 shares were withheld at the same price to cover taxes on vesting of restricted stock under long-term incentive plans.

The report notes that his holdings include 18,519 performance restricted stock units from the 2023–2025 plan and 2,385 units from the 2024–2026 plan, which will settle after the respective performance periods upon Compensation Committee certification. This amended Form 4 corrects previously reported beneficial ownership and the number of shares withheld for prior tax obligations.

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^*

THALMAN WILLIAM 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)
	EVP & CFO

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		1,007(1)	D	$31.63	73,743(2)(3)(4)	D
Common Stock	02/14/2026		F		1,721(5)	D	$31.63	72,022(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. 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 18,519 Performance Restricted Stock Units earned under the 2023-2025 Long Term Incentive Plan granted on 2/14/2023; those 18,519 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 2,385 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 2,385 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 beneficially owned to reflect the amendment made to the Form 4 originally filed on 2/12/2026. The amendment to the Form 4 was on 2/23/2026 to correct the number of shares withheld to pay taxes applicable to 50 percent of the Performance-based stock unit award granted on 3/31/2021 and earned on 2/11/2026.

5. 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/ William M. Thalman by Judith Balog, attorney-in-fact	02/20/2026
	** 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).
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FAQ

What insider transaction did FSTR executive William M. Thalman report?

William M. Thalman reported two tax-withholding dispositions of FSTR common stock. A total of 1,721 shares on February 14, 2026 and 1,007 shares on February 13, 2026 were withheld at $31.63 per share to cover taxes on restricted stock vesting.

Were William M. Thalman’s FSTR transactions open-market stock sales?

The transactions were not open-market sales; they were tax-withholding dispositions. Shares of FOSTER L B CO common stock were withheld to pay taxes due on vesting restricted stock awards under long-term incentive plans, using a price of $31.63 per share.

What long-term incentive plans are referenced in this FSTR Form 4/A?

The filing references the 2023–2025 and 2024–2026 Long Term Incentive Plans. Shares were withheld to cover taxes on restricted stock vesting, and performance restricted stock units under these plans will settle after performance periods end, subject to Compensation Committee certification.

How many performance restricted stock units does William M. Thalman hold in FSTR?

His reported holdings include 18,519 performance restricted stock units from the 2023–2025 plan and 2,385 units from the 2024–2026 plan. These units will settle after December 31, 2025 and December 31, 2026 respectively, once the Compensation Committee certifies performance results.

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

The amended Form 4 was filed to correct the number of shares beneficially owned and the shares withheld for taxes. It updates a prior Form 4 to accurately reflect tax-withholding shares tied to performance-based stock units earned under an earlier long-term incentive award.

What is William M. Thalman’s role at FOSTER L B CO (FSTR)?

William M. Thalman is identified as an officer of FOSTER L B CO, serving as Executive Vice President and Chief Financial Officer. His Form 4/A reports tax-withholding dispositions and performance restricted stock unit holdings related to the company’s long-term incentive plans.