L.B. Foster (NASDAQ: FSTR) CEO nets shares from performance unit vesting

Rhea-AI Filing Summary

L.B. Foster Company President & Chief Executive Officer John F. Kasel reported equity award activity on February 11, 2026. He exercised 1,667 Performance Stock Units, converting them into the same number of shares of common stock as part of a performance-based award granted on March 31, 2021.

To cover related tax obligations, 829 common shares were withheld at $31.54 per share, leaving him with 225,525 shares of common stock held directly after the transactions, plus 13,908 shares held indirectly through the L.B. Foster Company 401(k) Plan.

The footnotes indicate this exercise represents the remaining 50% of a 3,333-share performance-based award that became earned when the Company’s 30-day average stock price reached $30.00 per share or more. Kasel’s beneficial holdings also include 58,202 and 7,632 Performance Restricted Stock Units tied to long-term incentive plans ending in 2025 and 2026.

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^*

KASEL JOHN F

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & Chief Exec Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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	02/11/2026		M		1,667(1)	A	$0	226,354(2)(3)	D
Common Stock	02/11/2026		F		829	D	$31.54	225,525(2)(3)	D
Common Stock								13,908	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
Performance Stock Units	(4)							(4)	02/28/2026	Common Stock	1,667(4)		1,667	D
Performance Stock Units	(4)	02/11/2026		M			1,667(1)	(4)	02/28/2026	Common Stock	1,667	$31.54	0	D

Explanation of Responses:

1. This amount represents 50 percent of the Performance-based stock unit award granted on 3/31/2021 and earned on 2/11/2026.

2. Includes 58,202 Performance Restricted Stock Units earned under the 2023-2025 Long Term Incentive Plan granted on 2/14/2023; those 58.202 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 7,632 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 7,632 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2026, upon certification by the Compensation Committee.

4. Performance-based stock unit award of 3,333 shares was granted on 3/31/2021 and expires on 02/28/2026, 5 years after the grant date. Fifty percent of the award, or 1,666 shares, was earned on 4/05/2024. The remaining 50% of the award, or 1,667 shares, may be earned when the consecutive 30-day average closing stock price per share of the Company's common stock on the Nasdaq Stock Market is $30.00 per share or more and is generally subject to continued employment with the Company.

Remarks:

	/s/ John F. Kasel by Judith Balog, attorney-in-fact	02/12/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did L.B. Foster (FSTR) CEO John F. Kasel report?

John F. Kasel reported exercising 1,667 Performance Stock Units into common stock and having 829 shares withheld for taxes at $31.54 per share. After these transactions, he directly held 225,525 common shares and 13,908 additional shares through the L.B. Foster Company 401(k) Plan.

How many L.B. Foster (FSTR) shares does the CEO own after this Form 4?

Following the reported transactions, John F. Kasel beneficially owned 225,525 shares of L.B. Foster common stock directly, plus 13,908 shares indirectly via the company’s 401(k) Plan. These figures exclude additional Performance Restricted Stock Units that may settle in future periods under long-term incentive plans.

What performance award did John F. Kasel exercise in this L.B. Foster filing?

Kasel exercised 1,667 shares from a 3,333-share performance-based stock unit award granted March 31, 2021. This represented the remaining 50% of the award, earned after the company’s 30-day average stock price reached $30.00 per share or more, subject to continued employment conditions.

Why were some L.B. Foster (FSTR) shares withheld in John F. Kasel’s Form 4?

The filing shows 829 common shares withheld at $31.54 per share to satisfy tax obligations related to the equity award exercise. This is coded as a tax-withholding disposition, meaning the shares were used to pay taxes rather than sold in an open market transaction.

What future equity does the L.B. Foster CEO have under long-term incentive plans?

Footnotes state Kasel has 58,202 Performance Restricted Stock Units from the 2023–2025 Long Term Incentive Plan and 7,632 units from the 2024–2026 plan. These units will settle after performance periods ending December 31, 2025 and December 31, 2026, subject to Compensation Committee certification.

How was the 3,333-share performance-based award for L.B. Foster’s CEO structured?

The performance-based award of 3,333 shares was granted March 31, 2021 and expires February 28, 2026. Half, or 1,666 shares, was earned April 5, 2024; the remaining 1,667 shares were earned when the 30-day average stock price reached $30.00, with continued employment requirements.