L.B. Foster controller covers taxes with shares

Rhea-AI Filing Summary

L.B. Foster Company controller Sean M. Reilly reported a compensation-related share disposition tied to tax withholding. On the Form 4, 425 shares of common stock were withheld at $38.11 per share to cover taxes on the vesting of restricted stock under the 2025–2027 long-term incentive plan.

After this tax-withholding disposition, Reilly directly holds 29,058 shares of common stock and indirectly holds 1,097 shares through the L.B. Foster Company 401(k) Plan. Footnotes also note additional performance restricted stock units that are scheduled to settle after performance periods ending in 2026 and 2027.

Insider Trade Summary

Exercise Price or Tax Liability: 425 shares

Exercise Price or Tax Liability 2 txns

Insider REILLY SEAN M

Role Controller

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	425	$38.11	$16K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 29,058 shares (Direct); Common Stock — 1,097 shares (Indirect, L.B. Foster Company 401(k) Plan Shares)

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 2,174 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 2,174 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 492 Performance Restricted Stock Units earned under the 2025-2027 Long Term Incentive Plan granted on 5/22/2025; those 492 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-withholding shares: 425 shares Tax-withholding price: $38.11/share Direct holdings after transaction: 29,058 shares +3 more

6 metrics

Tax-withholding shares 425 shares Shares delivered to cover taxes on restricted stock vesting

Tax-withholding price $38.11/share Value per share for tax-withholding disposition

Direct holdings after transaction 29,058 shares Direct L.B. Foster common stock held by Reilly after Form 4 event

Indirect 401(k) holdings 1,097 shares L.B. Foster Company 401(k) Plan shares reported as indirect ownership

2024–2026 PRSUs 2,174 units Performance Restricted Stock Units settling after December 31, 2026

2025–2027 PRSUs 492 units Performance Restricted Stock Units settling after December 31, 2027

Key Terms

tax-withholding disposition, Performance Restricted Stock Units, Long Term Incentive Plan, 401(k) Plan Shares

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 2,174 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.

401(k) Plan Shares financial

"nature_of_ownership": "L.B. Foster Company 401(k) Plan Shares""

FAQ

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

What did FSTR controller Sean M. Reilly report in this Form 4 filing?

Sean M. Reilly reported a tax-withholding disposition of 425 L.B. Foster common shares. These shares were used to pay taxes on newly vested restricted stock, a routine compensation-related event rather than an open-market share sale.

How many FSTR shares were used to cover taxes and at what price?

The filing shows 425 common shares withheld to satisfy tax obligations at $38.11 per share. This represents payment of tax on vested restricted stock, not a discretionary open-market sale of L.B. Foster (FSTR) shares.

How many L.B. Foster (FSTR) shares does Sean M. Reilly hold after the transaction?

Following the tax-withholding transaction, Reilly directly holds 29,058 common shares. He also indirectly holds 1,097 shares through the L.B. Foster Company 401(k) Plan, as disclosed in the Form 4 ownership table and related notes.

Is this FSTR Form 4 transaction an open-market sale of shares?

No. The Form 4 classifies the event as an F-code tax-withholding disposition, meaning shares were delivered to cover tax on vested restricted stock. It does not represent a voluntary open-market sale of L.B. Foster shares by the insider.

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

Footnotes reference the 2024–2026 and 2025–2027 Long Term Incentive Plans. They describe performance restricted stock units that were earned and will settle after performance periods ending December 31, 2026 and December 31, 2027, subject to Compensation Committee certification.

What performance restricted stock units does Sean M. Reilly have linked to FSTR stock?

The filing notes 2,174 performance restricted stock units tied to the 2024–2026 plan and 492 units tied to the 2025–2027 plan. These units are scheduled to settle after December 31, 2026 and December 31, 2027, respectively, once performance is certified.

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

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Accepted by SEC EDGAR 05/27/2026 - 03:13 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^*

REILLY SEAN M

(Last) (First) (Middle)

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)
	Controller

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(1)		425	D	$38.11	29,058(2)(3)	D
Common Stock								1,097	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. 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 2,174 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 2,174 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 492 Performance Restricted Stock Units earned under the 2025-2027 Long Term Incentive Plan granted on 5/22/2025; those 492 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2027, upon certification by the Compensation Committee.

Remarks:

	Sean M. Reilly 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)