Stock awards and tax share withholding at FOSTER L B CO (FSTR)

Rhea-AI Filing Summary

FOSTER L B CO senior vice president Sara Fay Rolli reported equity compensation activity in common stock. On February 19, 2026, she acquired several stock awards and vested performance share units and restricted stock units under the company’s 2023–2025, 2024–2026, and 2025–2027 long‑term incentive plans.

These awards, granted at no cash cost to her, increased her direct holdings, while 1,499 shares were withheld at $31.125 per share to cover taxes on earned performance shares. After these acquisitions and tax‑withholding dispositions, she directly owned 9,765 common shares.

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^*

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)
02/19/2026

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	02/19/2026		A		956(1)	A	$0	8,288(2)(3)	D
Common Stock	02/19/2026		A		584(4)	A	$0	8,872(2)(5)	D
Common Stock	02/19/2026		A		407(6)	A	$0	9,279(2)(5)(7)	D
Common Stock	02/19/2026		A		1,985(8)	A	$0	11,264(2)(5)(7)	D
Common Stock	02/19/2026		F		1,499(9)	D	$31.125	9,765(5)(7)	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. Represents the number of shares of common stock resulting from Performance Share Units earned under the 2023-2025 Long Term Incentive Plan granted on 2/14/2023 upon certification of performance results by the Compensation Committee at 47.2% for the annual period ended December 31, 2025.

2. Includes 3,072 shares of common stock resulting from the settlement of Performance Restricted Stock Units earned under the 2023-2025 Long Term Incentive Plan granted on 2/14/2023; those 3,072 Performance Restricted Stock Units settled at the end of the 2023-2025 performance period upon certification by the Compensation Committee on 2/19/2026.

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. Represents the number of Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024 upon certification of performance results by the Compensation Committee at 39.5% for the annual period ended December 31, 2025. The earned Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2026, upon certification by the Compensation Committee.

5. Includes 966 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 966 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2026, upon certification of the Compensation Committee.

6. Represents the number of Performance Restricted Stock Units earned under the 2025-2027 Long Term Incentive Plan granted on 5/22/2025 upon certification of performance results by the Compensation Committee at 11.2% for the annual period ended December 31, 2025. The earned Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2027, upon certification by the Compensation Committee.

7. Includes 407 Performance Restricted Stock Units earned under the 2025-2027 Long Term Incentive Plan granted on 5/22/2025; those 407 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2027, upon certification by the Compensation Committee.

8. Award of restricted stock units (RSUs), which are settled in stock upon vesting, and generally will vest ratably over a three-year period on the first, second, and third anniversary of the date of grant.

9. Shares withheld to pay taxes upon the vesting and settlement of all earned performance shares related to the 2023-2025 LTIP awarded on 2/14/2023.

Remarks:

	/s/Sara Fay Rolli by Judith Balog, attorney-in-fact	02/23/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did FOSTER L B CO (FSTR) report in this Form 4 for Sara Fay Rolli?

The Form 4 shows SVP Sara Fay Rolli received multiple equity awards and vested performance-based shares and units, while some shares were withheld to cover taxes. All reported transactions involved the company’s common stock under long-term incentive plans certified by the Compensation Committee.

How many FOSTER L B CO (FSTR) shares were withheld for taxes in this filing?

The filing reports that 1,499 shares of FOSTER L B CO common stock were withheld at $31.125 per share. This withholding covered tax obligations tied to the vesting and settlement of earned performance shares from the company’s 2023–2025 long-term incentive plan.

Which incentive plans are involved in Sara Fay Rolli’s FSTR equity awards?

The transactions relate to the 2023–2025, 2024–2026, and 2025–2027 Long Term Incentive Plans. These plans granted performance share units and performance restricted stock units that vest and settle based on certified performance results and specified multi‑year performance periods approved by the Compensation Committee.

What performance results affected Sara Fay Rolli’s FSTR awards in this Form 4?

Performance certifications determined how many performance-based units were earned. The Compensation Committee certified 47.2% achievement for the 2023–2025 plan year and 39.5% for the 2024–2026 plan year’s 2025 period, which drove the number of performance share and restricted stock units converting into stock.

When will remaining FOSTER L B CO (FSTR) performance restricted stock units settle?

Some performance restricted stock units are scheduled to settle at the end of their performance periods. Units under the 2024–2026 plan are expected to settle on December 31, 2026, and units under the 2025–2027 plan on December 31, 2027, following Compensation Committee certification.

How do FOSTER L B CO (FSTR) restricted stock units vest for Sara Fay Rolli?

The filing notes restricted stock unit awards generally vest in three equal installments over three years. They typically vest on the first, second, and third anniversaries of the grant date, and are settled in company stock upon vesting, subject to the plan’s terms and committee approvals.