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L.B. Foster (FSTR) SVP reports tax-withholding of 269 shares on vesting

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

L.B. Foster Company SVP of Human Resources Jamie F. O'Neill reported a compensation-related share adjustment. On May 22, 2026, 269 shares of common stock were disposed of at $38.11 per share as a tax-withholding disposition tied to the vesting of restricted stock from the 2025–2027 long-term incentive plan.

After this transaction, O'Neill directly holds 16,239 shares of common stock and indirectly holds 141 shares through the L.B. Foster Company 401(k) Plan. Footnotes show additional un-settled performance restricted stock units: 1,127 units from the 2024–2026 plan scheduled to settle after December 31, 2026, and 475 units from the 2025–2027 plan scheduled to settle after December 31, 2027, in each case upon Compensation Committee certification.

Positive

  • None.

Negative

  • None.

Insights

Routine tax withholding on vested stock; minimal directional signal.

The filing shows Jamie F. O'Neill, SVP of Human Resources at L.B. Foster, had 269 shares of common stock disposed of at $38.11 per share. The transaction code is F, indicating shares were withheld to cover taxes on vesting restricted stock, not an open-market sale.

Following this event, O'Neill directly holds 16,239 shares and indirectly holds 141 shares via the 401(k) plan. Footnotes also list 1,127 and 475 performance restricted stock units from long-term incentive plans scheduled to settle after December 31, 2026 and December 31, 2027, respectively. Overall, this looks like a routine compensation and tax event with limited informational value about O'Neill's view of the stock.

Insider O'Neill Jamie F
Role SVP, Human Resources
Type Security Shares Price Value
Tax Withholding Common Stock 269 $38.11 $10K
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 16,239 shares (Direct); Common Stock — 141 shares (Indirect, L.B. Foster Company 401(k) Plan Shares)
Footnotes (1)
  1. Shares withheld to pay taxes applicable to the vesting of restricted stock related to the 2025-2027 LTIP awarded on 5/22/25. Includes 1,127 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 1,127 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2026, upon certification of the Compensation Committee. Includes 475 Performance Restricted Stock Units earned under the 2025-2027 Long Term Incentive Plan granted on 5/22/2025; those 475 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2027, upon certification by the Compensation Committee.
Tax-withheld shares 269 shares at $38.11 Shares withheld to pay taxes on vesting of restricted stock on May 22, 2026
Direct holdings after transaction 16,239 shares Common stock directly owned by Jamie F. O'Neill after disposition
Indirect 401(k) holdings 141 shares Common stock held via L.B. Foster Company 401(k) Plan
2024–2026 PRSUs 1,127 units Performance Restricted Stock Units to settle after December 31, 2026
2025–2027 PRSUs 475 units Performance Restricted Stock Units to settle after December 31, 2027
tax-withholding disposition financial
"transaction_action: "tax-withholding disposition" for 269 shares at $38.11"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
Performance Restricted Stock Units financial
"Includes 1,127 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan"
Performance restricted stock units (PRSUs) are promises to deliver company shares to employees or executives only if the business meets specific performance targets and any time-based holding rules. Think of them as a bonus that converts into stock only after set goals are reached, so investors watch PRSUs for two reasons: they can dilute existing shares if paid out, and they signal how closely management’s pay is tied to company performance.
Long Term Incentive Plan financial
"earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024"
A long term incentive plan is a company program that awards executives and key employees bonuses—often in stock, options, or cash—only if the business meets multi-year performance goals. It links management pay to company results—like tying a coach’s bonus to a team’s multi-season record—so investors monitor it for how leaders are motivated, potential share dilution, and signals about the company’s long-term priorities.
401(k) Plan Shares financial
"nature_of_ownership: "L.B. Foster Company 401(k) Plan Shares""
Compensation Committee financial
"will settle at the end of the performance period ... upon certification of the Compensation Committee"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
O'Neill Jamie F
(Last)(First)(Middle)
C/O L.B. FOSTER COMPANY
415 HOLIDAY DRIVE, SUITE 100
(Street)
PITTSBURGH PENNSYLVANIA 15220
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
FOSTER L B CO [ FSTR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP, Human Resources
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock05/22/2026F269(1)D$38.1116,239(2)(3)D
Common Stock141IL.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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Shares withheld to pay taxes applicable to the vesting of restricted stock related to the 2025-2027 LTIP awarded on 5/22/25.
2. Includes 1,127 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 1,127 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2026, upon certification of the Compensation Committee.
3. Includes 475 Performance Restricted Stock Units earned under the 2025-2027 Long Term Incentive Plan granted on 5/22/2025; those 475 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2027, upon certification by the Compensation Committee.
Remarks:
Jamie F. O'Neill by Maribel Castro, attorney-in-fact05/27/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR