FOSTER L B CO (FSTR) SVP reports stock awards and tax share withholding

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

FOSTER L B CO senior vice president and chief growth officer Brian Hunter Friedman reported multiple stock awards and related tax withholding transactions in company common stock. On February 19, 2026, he acquired several grants, including 3,585, 1,947, 713 and 3,080 shares at a stated price of $0.00 per share as part of long-term incentive and restricted stock unit programs.

The filing also shows 3,476 shares disposed of at $31.125 per share to satisfy tax obligations upon vesting of earned performance shares from the 2023–2025 long-term incentive plan. Footnotes explain that additional performance restricted stock units tied to the 2024–2026 and 2025–2027 plans will settle after the performance periods end, subject to Compensation Committee certification.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider Friedman Brian Hunter

Role SVP, Chief Growth Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	3,585	$0.00	--
Grant/Award	Common Stock	1,947	$0.00	--
Grant/Award	Common Stock	713	$0.00	--
Grant/Award	Common Stock	3,080	$0.00	--
Tax Withholding	Common Stock	3,476	$31.125	$108K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 28,955 shares (Direct); Common Stock — 1,259 shares (Indirect, L.B. Foster Company 401(k) Plan Shares)

Footnotes (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. Includes 11,522 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 11,522 Performance Restricted Stock Units settled at the end of the 2023-2025 performance period upon certification by the Compensation Committee on 2/19/2026. Includes 1,272 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 1,272 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2026, upon certification by the Compensation Committee. 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. Includes 3,219 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 3,219 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2026, upon certification of the Compensation Committee. 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. Includes 713 Performance Restricted Stock Units earned under the 2025-2027 Long Term Incentive Plan granted on 5/22/2025; those 713 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2027, upon certification by the Compensation Committee. 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. 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.

Form 4 Insider Transactions: What Each Field Means →

02/23/2026 - 04:00 PM

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
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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^*

Friedman Brian Hunter

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Chief Growth 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		3,585⁽¹⁾	A	$0	28,955⁽²⁾⁽³⁾	D
Common Stock	02/19/2026		A		1,947⁽⁴⁾	A	$0	30,902⁽²⁾⁽⁵⁾	D
Common Stock	02/19/2026		A		713⁽⁶⁾	A	$0	31,615⁽²⁾⁽⁵⁾⁽⁷⁾	D
Common Stock	02/19/2026		A		3,080⁽⁸⁾	A	$0	34,695⁽²⁾⁽⁵⁾⁽⁷⁾	D
Common Stock	02/19/2026		F		3,476⁽⁹⁾	D	$31.125	31,219⁽⁵⁾⁽⁷⁾	D
Common Stock								1,259	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 11,522 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 11,522 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 1,272 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 1,272 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 3,219 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 3,219 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 713 Performance Restricted Stock Units earned under the 2025-2027 Long Term Incentive Plan granted on 5/22/2025; those 713 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:

	Brian Hunter Friedman 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).
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Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did FOSTER L B CO (FSTR) SVP Brian Hunter Friedman report?

Brian Hunter Friedman reported multiple stock transactions in FOSTER L B CO common stock. These included several stock awards at a stated price of $0.00 per share and a tax-related share disposition linked to the company’s long-term incentive and restricted stock unit programs.

How many FSTR shares did Brian Hunter Friedman acquire in the latest Form 4?

The Form 4 shows Friedman acquiring several stock awards, including grants of 3,585, 1,947, 713 and 3,080 shares of FOSTER L B CO common stock. These awards reflect performance share and restricted stock unit settlements under multi-year long-term incentive plans approved by the Compensation Committee.

Why were some FOSTER L B CO (FSTR) shares disposed of in Brian Hunter Friedman’s Form 4?

The filing reports a disposition of 3,476 FOSTER L B CO shares at $31.125 per share. A footnote explains these shares were withheld to pay taxes upon vesting and settlement of earned performance shares from the 2023–2025 long-term incentive plan originally awarded on February 14, 2023.

What long-term incentive plans are referenced in the FSTR Form 4 for Brian Hunter Friedman?

The Form 4 references the 2023–2025, 2024–2026 and 2025–2027 Long Term Incentive Plans. Footnotes describe performance share units and performance restricted stock units granted under these plans, with awards earned based on certified performance results by the Compensation Committee for specified annual and multi-year periods.

When will certain performance restricted stock units for FOSTER L B CO settle?

Footnotes state that some performance restricted stock units tied to the 2024–2026 plan will settle at the end of the performance period on December 31, 2026. Additional units from the 2025–2027 plan are scheduled to settle at the end of that period on December 31, 2027.

How are restricted stock units (RSUs) described in Brian Hunter Friedman’s FSTR filing?

One footnote explains that restricted stock units are awards settled in stock upon vesting. These RSUs generally vest ratably over three years, with one-third vesting on each of the first, second and third anniversaries of the grant date, subject to the plan’s conditions and approvals.