FOSTER L B CO (FSTR) HR chief reports equity awards and tax share withholding

Rhea-AI Filing Summary

FOSTER L B CO senior vice president of human resources Jamie F. O'Neill reported multiple stock-based compensation awards and related tax withholding in common stock. On February 19, 2026, she acquired several blocks of shares at no cost through grants and performance-based awards under the company’s long-term incentive plans.

The filing shows four acquisitions of common stock totaling several thousand shares, including awards tied to the 2023–2025, 2024–2026, and 2025–2027 long-term incentive plans. It also reports 1,507 shares withheld at $31.125 per share to cover taxes upon vesting of earned performance shares, leaving her with 16,508 directly held shares and 141 shares held indirectly in a 401(k) plan.

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^*

O'Neill Jamie F

(Last) (First) (Middle)

C/O 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)
	SVP, Human Resources

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/19/2026		A		1,434(1)	A	$0	14,462(2)(3)	D
Common Stock	02/19/2026		A		682(4)	A	$0	15,144(2)(5)	D
Common Stock	02/19/2026		A		475(6)	A	$0	15,619(2)(5)(7)	D
Common Stock	02/19/2026		A		2,396(8)	A	$0	18,015(2)(5)(7)	D
Common Stock	02/19/2026		F		1,507(9)	D	$31.125	16,508(5)(7)	D
Common Stock								141	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. 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 4,608 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 4,608 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 445 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 445 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 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.

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 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.

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/Jamie F. O'Neill 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.

FAQ

What insider transactions did FSTR executive Jamie F. O'Neill report on February 19, 2026?

Jamie F. O'Neill reported multiple equity compensation transactions on February 19, 2026, including common stock awards and related tax withholding. Several grants stem from long-term incentive plans, and one transaction withheld shares at $31.125 each to satisfy tax obligations from vested performance shares.

How many FSTR shares did Jamie F. O'Neill have after the reported Form 4 transactions?

After the reported transactions, Jamie F. O'Neill held 16,508 FSTR common shares directly and 141 shares indirectly in the L.B. Foster Company 401(k) Plan. These balances reflect the combined impact of equity awards and the tax-withholding share disposition disclosed in the Form 4.

What types of equity awards did FSTR grant to Jamie F. O'Neill in this Form 4?

The Form 4 reflects common stock from performance share units and performance restricted stock units tied to long-term incentive plans for 2023–2025, 2024–2026, and 2025–2027. It also includes a restricted stock unit award that vests ratably over three years and settles in stock upon vesting.

How were taxes handled on Jamie F. O'Neill’s vested FSTR performance shares?

Taxes were satisfied by withholding 1,507 shares of FSTR common stock at $31.125 per share. These withheld shares relate to vested performance shares from the 2023–2025 long-term incentive plan, following certification of performance results by the compensation committee on February 19, 2026.

Which FSTR long-term incentive plans are referenced in Jamie F. O'Neill’s Form 4 filing?

The filing references the 2023–2025, 2024–2026, and 2025–2027 Long Term Incentive Plans. Performance share units and performance restricted stock units under these plans are earned based on certified performance results and settle in stock at the end of their respective performance periods.

What role does Jamie F. O'Neill hold at FSTR related to these equity awards?

Jamie F. O'Neill serves as senior vice president of human resources at FOSTER L B CO. Her role qualifies her for participation in the company’s long-term incentive plans, resulting in grants of performance-based stock units and restricted stock units disclosed in the Form 4 filing.