Tax-withholding stock dispositions by Foster (FSTR) SVP Jamie F. O’Neill

Rhea-AI Filing Summary

Foster L B Co senior vice president Jamie F. O’Neill reported tax-related stock dispositions. On February 14, 2026, 229 shares of common stock were withheld at $31.63 per share to cover taxes on vesting under the 2024–2026 long-term incentive plan, leaving 13,028 directly held shares.

On February 13, 2026, 130 shares were similarly withheld at $31.63 per share for taxes on vesting under the 2023–2025 plan, with 13,257 shares then held directly. O’Neill also holds 141 shares indirectly through the company 401(k) plan and performance restricted stock units that are scheduled to settle after the 2025 and 2026 performance periods.

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^*

O'Neill Jamie F

(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, Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

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		130(1)	D	$31.63	13,257(2)(3)	D
Common Stock	02/14/2026		F		229(4)	D	$31.63	13,028(2)(3)	D
Common Stock								141	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 3,174 Performance Restricted Stock Units earned under the 2023-2025 Long Term Incentive Plan granted on 2/14/2023; those 3,174 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 445 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 445 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2026, upon certification by the Compensation Committee.

4. 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/Jamie F. O'Neill by Judith Balog, attorney-in-fact	02/18/2026
	** 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.
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FAQ

What insider transactions did FSTR executive Jamie F. O’Neill report?

Jamie F. O’Neill reported two tax-withholding stock dispositions, where shares were withheld to pay taxes on vesting restricted stock. These involved 229 shares on February 14, 2026 and 130 shares on February 13, 2026, both at $31.63 per share.

Were Jamie F. O’Neill’s FSTR share dispositions open-market sales?

The dispositions were not open-market sales but tax withholding events. Shares were withheld by the issuer to cover tax liabilities tied to vesting restricted stock under long-term incentive plans, using a price of $31.63 per share for both transactions.

How many FSTR shares does Jamie F. O’Neill hold after these transactions?

After the February 14, 2026 tax-withholding disposition, O’Neill directly held 13,028 common shares. A separate line shows 13,257 shares following the February 13, 2026 event, plus 141 shares held indirectly through the L.B. Foster Company 401(k) Plan.

What long-term incentive plans are referenced in Jamie F. O’Neill’s FSTR Form 4?

The filing references the 2023–2025 and 2024–2026 Long Term Incentive Plans. Shares were withheld to pay taxes when restricted stock vested, and performance restricted stock units under these plans are scheduled to settle after the respective performance periods end.

What performance restricted stock units does Jamie F. O’Neill hold at FSTR?

O’Neill’s holdings include 3,174 performance restricted stock units earned under the 2023–2025 plan and 445 under the 2024–2026 plan. These units will settle after December 31, 2025 and December 31, 2026, respectively, following Compensation Committee certification.

What indirect FSTR holdings does Jamie F. O’Neill report?

The Form 4 shows 141 shares of L.B. Foster common stock held indirectly through the L.B. Foster Company 401(k) Plan. This indirect ownership is separate from O’Neill’s directly held shares and from performance restricted stock unit awards scheduled to settle later.