FOSTER L B CEO reports stock awards, tax withholding

FOSTER L B CO President and CEO John F. Kasel reported multiple stock-based awards and a related tax share withholding on February 19, 2026.

Accepted by SEC EDGAR 02/23/2026 - 03:58 PM EST

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Rhea-AI Filing Summary

FOSTER L B CO President and CEO John F. Kasel reported multiple stock-based awards and a related tax share withholding on February 19, 2026. He acquired several grants of common stock at $0 per share as performance and restricted stock units vested, and 36,746 shares were withheld at $31.125 per share to cover tax liabilities, leaving him with 243,596 directly held shares.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider KASEL JOHN F

Role President & Chief Exec Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	26,289	$0.00	$0.00
Grant/Award	Common Stock	11,684	$0.00	$0.00
Grant/Award	Common Stock	4,754	$0.00	$0.00
Grant/Award	Common Stock	20,534	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	36,746	$31.125	$1.14M
Holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 243,596 shares (Direct); Common Stock — 13,908 shares (Indirect, L.B. Foster Company 401(k) Plan Shares)

Holdings Before and After: Common Stock, 217,081 to 243,596 shares (Direct)

Footnotes (9)

F1. 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.
F2. Includes 84,491 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 84,491 Performance Restricted Stock Units settled at the end of the 2023-2025 performance period upon certification by the Compensation Committee on 2/19/2026.
F3. 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 by the Compensation Committee.
F4. 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.
F5. Includes 19,316 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 19,316 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2026, upon certification of the Compensation Committee.
F6. 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.
F7. Includes 4,754 Performance Restricted Stock Units earned under the 2025-2027 Long Term Incentive Plan granted on 5/22/2025; those 4,754 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2027, upon certification by the Compensation Committee.
F8. 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.
F9. 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.

FAQ

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What did FOSTER L B CO (FSTR) disclose about John F. Kasel's recent equity awards?

FOSTER L B CO disclosed that President and CEO John F. Kasel received several stock-based awards on February 19, 2026. These grants came from performance and restricted stock unit programs that vested after compensation committee certification of performance results over multi-year periods.

How many FOSTER L B CO (FSTR) shares were used to cover John F. Kasel's taxes?

A total of 36,746 FOSTER L B CO common shares were withheld at a price of $31.125 per share. This tax withholding related to the vesting and settlement of earned performance shares from the company’s 2023–2025 long-term incentive plan.

What types of incentive plans are referenced in the FOSTER L B CO (FSTR) Form 4 filing?

The Form 4 references the 2023–2025, 2024–2026, and 2025–2027 Long Term Incentive Plans. These include performance share units and performance restricted stock units that vest or settle after multi-year performance periods and compensation committee certification of results.

At what performance levels were FOSTER L B CO (FSTR) performance units certified for John F. Kasel?

Certification levels included 47.2% for the 2023–2025 plan year ended December 31, 2025, 39.5% for the 2024–2026 plan’s 2025 annual period, and 11.2% for the 2025–2027 plan’s 2025 annual period, all determined by the compensation committee.

How do the FOSTER L B CO (FSTR) restricted stock units for John F. Kasel vest?

One award consists of restricted stock units that settle in stock upon vesting and generally vest ratably over three years. Vesting typically occurs on the first, second, and third anniversaries of the grant date, subject to the plan’s and committee’s conditions.

What indirect holdings does John F. Kasel report in FOSTER L B CO (FSTR) shares?

John F. Kasel reports indirect ownership of 13,908 FOSTER L B CO shares through the L.B. Foster Company 401(k) Plan. This reflects shares held within the retirement plan rather than directly in his own brokerage or personal accounts.

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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

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)
02/19/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/19/2026		A		26,289⁽¹⁾	A	$0	243,370⁽²⁾⁽³⁾	D
Common Stock	02/19/2026		A		11,684⁽⁴⁾	A	$0	255,054⁽²⁾⁽⁵⁾	D
Common Stock	02/19/2026		A		4,754⁽⁶⁾	A	$0	259,808⁽²⁾⁽⁵⁾⁽⁷⁾	D
Common Stock	02/19/2026		A		20,534⁽⁸⁾	A	$0	280,342⁽²⁾⁽⁵⁾⁽⁷⁾	D
Common Stock	02/19/2026		F		36,746⁽⁹⁾	D	$31.125	243,596⁽⁵⁾⁽⁷⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 84,491 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 84,491 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 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 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 19,316 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 19,316 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 4,754 Performance Restricted Stock Units earned under the 2025-2027 Long Term Incentive Plan granted on 5/22/2025; those 4,754 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/ John F. Kasel 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.

Source: View Original Filing on SEC EDGAR