L.B. Foster EVP exercises 1,667 performance stock units

Rhea-AI Filing Summary

L.B. Foster Company EVP, General Counsel & Secretary Patrick J. Guinee reported equity award activity involving company stock. On 02/11/2026, he acquired 1,667 shares of common stock at $0 per share through the exercise of performance stock units, an equity incentive award.

On the same date, 819 shares of common stock at $31.54 per share were withheld to cover tax obligations, leaving him with 83,563 shares of common stock held directly after these transactions. The performance-based stock unit amount of 1,667 shares represents 50% of an award granted on 03/31/2021 and earned on 02/11/2026, tied to stock price and continued employment conditions.

Insider Trade Summary

1,667 shares exercised/converted

Exercise 4 txns

Insider Guinee Patrick J.

Role EVP General Counsel & Sec.

Type	Security	Shares	Price	Value
Exercise	Performance Stock Units	1,667	$31.54	$53K
Exercise	Common Stock	1,667	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	819	$31.54	$26K
holding	Performance Stock Units	--	--	--

Holdings After Transaction: Performance Stock Units — 1,667 contracts (Direct); Common Stock — 83,563 shares (Direct)

Footnotes (4)

1. F1. This amount represents 50 percent of the Performance-based stock unit award granted on 3/31/2021 and earned on 2/11/2026.
2. F2. Includes 15,874 Performance Restricted Stock Units earned under the 2023-2025 Long Term Incentive Plan granted on 2/14/2023; those 15,874 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2025, upon certification by the Compensation Committee.
3. F3. Includes 2,194 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 2,194 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2026, upon certification by the Compensation Committee.
4. F4. Performance-based stock unit award of 3,333 shares was granted on 3/31/2021 and expires on 02/28/2026, 5 years after the grant date. Fifty percent of the award, or 1,666 shares, was earned on 4/05/2024. The remaining 50% of the award, or 1,667 shares, may be earned when the consecutive 30-day average closing stock price per share of the Company's common stock on the Nasdaq Stock Market is $30.00 per share or more and is generally subject to continued employment with the Company.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did L.B. Foster (FSTR) report for Patrick J. Guinee?

Patrick J. Guinee reported exercising 1,667 performance stock units into common stock at $0 per share. On the same day, 819 shares at $31.54 per share were withheld to satisfy tax obligations, resulting in 83,563 common shares held directly after the reported transactions.

How many L.B. Foster (FSTR) shares does Patrick J. Guinee own after this Form 4?

After the reported transactions, Patrick J. Guinee directly owns 83,563 shares of L.B. Foster common stock. This figure reflects both the 1,667 shares acquired through the performance stock unit exercise and the 819 shares withheld to cover tax liabilities on 02/11/2026.

What equity award did Patrick J. Guinee exercise in the L.B. Foster (FSTR) Form 4?

He exercised 1,667 performance-based stock units that converted into an equal number of L.B. Foster common shares. These units represent 50% of a 3,333-share award granted on 03/31/2021, which was earned on 02/11/2026 under specified performance and employment conditions.

Why were 819 L.B. Foster (FSTR) shares reported as disposed of in this filing?

The 819 shares reported with transaction code “F” were withheld at $31.54 per share to cover tax obligations related to the equity award vesting. This is a tax-withholding disposition, not an open-market sale, and is a common mechanism for settling tax liabilities.

What performance conditions applied to Patrick J. Guinee’s L.B. Foster stock units?

The performance-based award totaled 3,333 shares granted on 03/31/2021 and expires on 02/28/2026. Half was previously earned, while the remaining 1,667 shares may be earned if the 30-day average Nasdaq closing price reaches $30.00 or more, generally requiring continued employment.

How do L.B. Foster (FSTR) performance restricted stock units factor into this Form 4?

The filing notes 15,874 performance restricted stock units from the 2023–2025 plan and 2,194 from the 2024–2026 plan are included in the beneficial ownership figure. These units settle after their respective performance periods end, subject to Compensation Committee certification of results.

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

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Accepted by SEC EDGAR 02/12/2026 - 04:31 PM Learn about SEC filing dates

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^*

Guinee Patrick J.

(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 General Counsel & Sec.

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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	02/11/2026		M		1,667(1)	A	$0	84,382(2)(3)	D
Common Stock	02/11/2026		F		819	D	$31.54	83,563(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
Performance Stock Units	(4)							(4)	02/28/2026	Common Stock	1,667(4)		1,667	D
Performance Stock Units	(4)	02/11/2026		M			1,667(1)	(4)	02/28/2026	Common Stock	1,667	$31.54	0	D

Explanation of Responses:

1. This amount represents 50 percent of the Performance-based stock unit award granted on 3/31/2021 and earned on 2/11/2026.

2. Includes 15,874 Performance Restricted Stock Units earned under the 2023-2025 Long Term Incentive Plan granted on 2/14/2023; those 15,874 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 2,194 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 2,194 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2026, upon certification by the Compensation Committee.

4. Performance-based stock unit award of 3,333 shares was granted on 3/31/2021 and expires on 02/28/2026, 5 years after the grant date. Fifty percent of the award, or 1,666 shares, was earned on 4/05/2024. The remaining 50% of the award, or 1,667 shares, may be earned when the consecutive 30-day average closing stock price per share of the Company's common stock on the Nasdaq Stock Market is $30.00 per share or more and is generally subject to continued employment with the Company.

Remarks:

	/s/ Patrick J. Guinee by Judith Balog, attorney-in-fact	02/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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