FSTR (FSTR) CEO Kasel has shares withheld to cover restricted stock taxes

Rhea-AI Filing Summary

FOSTER L B CO director and CEO John F. Kasel reported tax-related share dispositions linked to vesting of long-term incentives. On February 13 and 14, 2026, a total of 8,459 shares of common stock at $31.63 per share were withheld to pay taxes on restricted stock vesting under the company’s 2023–2025 and 2024–2026 long-term incentive plans.

After these transactions, he directly owned 217,066 shares and indirectly held 13,908 shares through the L.B. Foster Company 401(k) Plan. His direct holdings include 58,202 performance restricted stock units scheduled to settle after December 31, 2025 and 7,632 performance restricted stock units scheduled to settle after December 31, 2026, each subject to 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

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^*

KASEL JOHN F

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & Chief Exec Officer

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		3,076(1)	D	$31.63	222,449(2)(3)	D
Common Stock	02/14/2026		F		5,383(4)	D	$31.63	217,066(2)(3)	D
Common Stock								13,908	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 58,202 Performance Restricted Stock Units earned under the 2023-2025 Long Term Incentive Plan granted on 2/14/2023; those 58,202 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 7,632 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 7,632 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2026, upon certification of 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/ John F. Kasel 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.
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 insider transactions did FSTR CEO John F. Kasel report on this Form 4?

John F. Kasel reported dispositions of common stock used to pay taxes on vesting restricted stock awards. On February 13 and 14, 2026, a total of 8,459 shares were withheld at $31.63 per share in tax-withholding transactions, not open-market sales.

How many FSTR shares were withheld for taxes in John F. Kasel’s latest filing?

A total of 8,459 FSTR common shares were withheld to cover tax liabilities. The filing shows 3,076 shares on February 13, 2026 and 5,383 shares on February 14, 2026, all at $31.63 per share, related to long-term incentive restricted stock vesting.

How many FOSTER L B CO shares does John F. Kasel own after these transactions?

Following the reported tax-withholding dispositions, John F. Kasel directly owns 217,066 FOSTER L B CO common shares. He also indirectly holds 13,908 shares through the L.B. Foster Company 401(k) Plan, reflecting both direct and plan-based ownership positions after the transactions.

Were John F. Kasel’s FSTR transactions open-market sales or tax withholdings?

The transactions were tax-withholding dispositions, not open-market sales. The Form 4 specifies transaction code F, described as payment of tax liability by delivering securities, and footnotes state shares were withheld to pay taxes on restricted stock vesting under LTIP awards.

What long-term incentive plans are referenced in John F. Kasel’s FSTR Form 4?

The filing references the 2023–2025 and 2024–2026 Long Term Incentive Plans. Footnotes note restricted stock vesting under these LTIPs and performance restricted stock units that may settle after December 31, 2025 and December 31, 2026, subject to Compensation Committee certification.

What performance restricted stock units are included in John F. Kasel’s FSTR holdings?

His reported holdings include 58,202 performance restricted stock units from the 2023–2025 plan and 7,632 performance restricted stock units from the 2024–2026 plan. These units will settle after December 31, 2025 and December 31, 2026, respectively, once certified by the Compensation Committee.