Foster (NASDAQ: FSTR) SVP Lippard reports tax-withholding stock disposals

Rhea-AI Filing Summary

L.B. Foster Company senior vice president of Rail, Gregory W. Lippard, reported tax-related share dispositions under the company’s long-term incentive plans. On February 14, 2026, 1,280 shares of common stock were withheld at $31.63 per share to cover taxes tied to vesting of restricted stock from the 2024–2026 long-term incentive plan.

On February 13, 2026, an additional 765 shares were similarly withheld at $31.63 per share for taxes on restricted stock vesting under the 2023–2025 plan. After these transactions, Lippard directly held 70,832 common shares, and indirectly held 1,531 shares through the L.B. Foster Company 401(k) Plan. Footnotes note performance restricted stock units that will settle after future performance periods upon compensation committee certification.

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^*

LIPPARD GREGORY W

(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)
	SVP -Rail

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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	02/13/2026		F		765(1)	D	$31.63	72,112(2)(3)	D
Common Stock	02/14/2026		F		1,280(4)	D	$31.63	70,832(2)(3)	D
Common Stock								1,531	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 2024-2026 LTIP awarded on 5/23/24.

2. Includes 13,227 Performance Restricted Stock Units earned under the 2023-2025 Long Term Incentive Plan granted on 2/14/2023; those 13,227 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2025, upon certification by the Compensation Committee.

3. Includes 1,749 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 1,749 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2026, upon certification by the Compensation Committee.

4. Shares withheld to pay taxes applicable to the vesting of restricted stock related to the 2023-2025 LTIP awarded on 2/14/23.

Remarks:

	/s/ Gregory W. Lippard by Judith Balog, attorney-in-fact	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did FSTR executive Gregory W. Lippard report on this Form 4?

Gregory W. Lippard reported two tax-withholding dispositions of L.B. Foster common stock. A total of 2,045 shares were withheld over February 13–14, 2026 to cover taxes on vesting restricted stock granted under the company’s long-term incentive plans.

Were Gregory W. Lippard’s FSTR share dispositions open-market sales?

The reported FSTR share dispositions were not open-market sales. Code F indicates shares were withheld by the company to pay tax liabilities arising from restricted stock vesting under long-term incentive plans, rather than discretionary sales on the open market.

How many L.B. Foster (FSTR) shares were withheld for taxes in these transactions?

A total of 2,045 FSTR shares were withheld for taxes. This included 1,280 shares on February 14, 2026 and 765 shares on February 13, 2026, both at a price of $31.63 per share for tax-withholding purposes.

What is Gregory W. Lippard’s direct L.B. Foster (FSTR) ownership after these Form 4 transactions?

After these transactions, Gregory W. Lippard directly owned 70,832 shares of L.B. Foster common stock. This figure reflects his holdings following the tax-withholding share dispositions related to vesting of restricted stock under the company’s long-term incentive plans.

Does Gregory W. Lippard have indirect L.B. Foster (FSTR) holdings reported in this Form 4?

Yes. The Form 4 shows 1,531 FSTR shares held indirectly through the L.B. Foster Company 401(k) Plan. This indirect position is separate from his direct common stock holdings and reflects shares credited within the retirement plan account.

What performance restricted stock units for FSTR are referenced in the footnotes?

Footnotes state Lippard earned 13,227 performance restricted stock units under the 2023–2025 plan and 1,749 units under the 2024–2026 plan. These units will settle after their respective performance periods, contingent on compensation committee certification.