Foster L B SVP covers taxes with 352 shares

FOSTER L B CO senior vice president Sara Fay Rolli reported a routine tax-withholding transaction related to equity compensation.

Rhea-AI Filing Summary

FOSTER L B CO senior vice president Sara Fay Rolli reported a routine tax-withholding transaction related to equity compensation. On May 22, 352 shares of common stock were withheld at $38.11 per share to cover taxes on vesting restricted stock. After this, she holds 9,224 shares directly, which include 966 Performance Restricted Stock Units from the 2024-2026 Long Term Incentive Plan and 407 Performance Restricted Stock Units from the 2025-2027 Long Term Incentive Plan that will settle after their respective performance periods.

Insider Trade Summary

Exercise Price or Tax Liability: 352 shares

Exercise Price or Tax Liability 1 txn

Insider Rolli Sara Fay

Role SVP, Operational Admin

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	352	$38.11	$13K

Holdings After Transaction: Common Stock — 9,224 shares (Direct)

Footnotes (3)

1. F1. Shares withheld to pay taxes applicable to the vesting of restricted stock related to the 2025-2027 LTIP awarded on 5/22/25.
2. F2. Includes 966 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 966 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2026, upon certification of the Compensation Committee.
3. F3. Includes 407 Performance Restricted Stock Units earned under the 2025-2027 Long Term Incentive Plan granted on 5/22/2025; those 407 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2027, upon certification by the Compensation Committee.

Key Figures

Tax-withheld shares: 352 shares Withholding price: $38.11 per share Shares after transaction: 9,224 shares +2 more

5 metrics

Tax-withheld shares 352 shares Common Stock withheld on May 22 to pay taxes

Withholding price $38.11 per share Value used for tax-withholding disposition

Shares after transaction 9,224 shares Direct holdings following tax-withholding disposition

2024-2026 PRSUs 966 units Performance Restricted Stock Units settling after Dec 31, 2026

2025-2027 PRSUs 407 units Performance Restricted Stock Units settling after Dec 31, 2027

Key Terms

tax-withholding disposition, Performance Restricted Stock Units, Long Term Incentive Plan, vesting of restricted stock

4 terms

tax-withholding disposition financial

"transaction_action: tax-withholding disposition"

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 966 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.

vesting of restricted stock financial

"Shares withheld to pay taxes applicable to the vesting of restricted stock"

FAQ

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

What insider transaction did FSTR executive Sara Fay Rolli report?

Sara Fay Rolli reported a tax-withholding disposition of 352 FSTR common shares. The shares were withheld at $38.11 each to pay taxes due on vesting restricted stock from a long-term incentive award granted on May 22, 2025.

Was the FSTR Form 4 for an open-market sale or a tax event?

The Form 4 reflects a tax-withholding event, not an open-market sale. Shares were withheld by the company to satisfy tax liabilities triggered by restricted stock vesting under a long-term incentive plan, a common administrative transaction.

How many FSTR shares does Sara Fay Rolli hold after this Form 4 transaction?

After the tax-withholding disposition, Sara Fay Rolli holds 9,224 FSTR shares directly. This figure includes earned Performance Restricted Stock Units that are scheduled to settle after completion and certification of their respective performance periods.

What long-term incentive plans are referenced in the FSTR Form 4 footnotes?

The footnotes reference the 2024-2026 and 2025-2027 Long Term Incentive Plans. They note 966 Performance Restricted Stock Units from the 2024-2026 plan and 407 from the 2025-2027 plan, each settling after their performance period ends and committee certification.

Do the Performance Restricted Stock Units in the FSTR filing settle immediately?

No, the Performance Restricted Stock Units do not settle immediately. The 966 units for 2024-2026 settle after December 31, 2026, and the 407 units for 2025-2027 settle after December 31, 2027, following Compensation Committee certification.

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

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Accepted by SEC EDGAR 05/27/2026 - 03:31 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^*

Rolli Sara Fay

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Operational Admin

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/22/2026		F		352(1)	D	$38.11	9,224(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

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 966 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 966 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 407 Performance Restricted Stock Units earned under the 2025-2027 Long Term Incentive Plan granted on 5/22/2025; those 407 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2027, upon certification by the Compensation Committee.

Remarks:

	Sara Fay Rolli by Maribel Castro, attorney-in-fact	05/27/2026
	** 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.
* Form 4: SEC 1474 (03-26)