FOSTER L B CO (FSTR) controller reports equity awards and tax share sale

Rhea-AI Filing Summary

Foster L.B. Co (FSTR) controller Sean M. Reilly reported multiple equity award-related transactions in company common stock. On grant and performance certification dates tied to long‑term incentive plans, he acquired shares at no cash price and then disposed of 4,308 shares at $31.125 each to cover tax obligations. After these transactions, he directly owned 29,557 common shares, with an additional 1,013 shares held indirectly in the L.B. Foster Company 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

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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 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)
	Controller

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		2,987(1)	A	$0	30,005(2)(3)	D
Common Stock	02/19/2026		A		1,315(4)	A	$0	31,320(2)(5)	D
Common Stock	02/19/2026		A		492(6)	A	$0	31,812(2)(5)(7)	D
Common Stock	02/19/2026		A		2,053(8)	A	$0	33,865(2)(5)(7)	D
Common Stock	02/19/2026		F		4,308(9)	D	$31.125	29,557(5)(7)	D
Common Stock								1,013	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 9,601 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 9,601 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 859 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 859 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 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.

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 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.

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:

	Sean M. Reilly by Judith Balog, attorney-in-fact	02/23/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did FSTR controller Sean M. Reilly report?

Sean M. Reilly reported stock grants and performance-based share settlements, plus a tax-withholding share disposition. The equity came from long-term incentive and restricted stock unit awards, with some shares withheld at $31.125 each to satisfy tax liabilities tied to vested performance shares.

How many FSTR shares does Sean M. Reilly own after this Form 4 filing?

After the reported transactions, Sean M. Reilly directly owns 29,557 shares of FOSTER L B CO common stock. He also has 1,013 additional shares held indirectly through the L.B. Foster Company 401(k) Plan, reflecting his combined direct and retirement-plan-related holdings.

What is the purpose of the FSTR shares disposed of by Sean M. Reilly?

The 4,308 FSTR shares were disposed of to pay taxes on vested performance shares. The transaction, coded “F,” indicates shares were withheld at $31.125 per share to satisfy tax liabilities upon settlement of earned awards under the 2023–2025 long-term incentive plan.

Which long-term incentive plans are tied to Sean M. Reilly’s new FSTR share awards?

His awards relate to the 2023–2025, 2024–2026, and 2025–2027 Long Term Incentive Plans. Footnotes describe performance share and performance restricted stock units that are earned based on certified performance and settle in stock at the end of their respective performance periods.

How do Sean M. Reilly’s FSTR restricted stock units vest over time?

Some awards are restricted stock units that settle in stock upon vesting. These RSUs generally vest ratably over three years, with one-third of the award vesting on each of the first, second, and third anniversaries of the grant date, according to the filing’s footnotes.