Foster EVP granted 1,128 RSUs in stock plan

THALMAN WILLIAM M reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

THALMAN WILLIAM M reported acquisition or exercise transactions in this Form 4 filing.

FOSTER L B CO executive vice president and COO William M. Thalman received an award of 1,128 restricted stock units of common stock, granted at no cash cost as equity compensation. These RSUs vest in three equal installments on the first, second, and third anniversaries of the grant date.

After this award, Thalman directly holds 79,882 shares and units in total, including 1,358 Performance Restricted Stock Units tied to the 2025–2027 Long Term Incentive Plan and 6,036 Performance Restricted Stock Units from the 2024–2026 Long Term Incentive Plan, both settling after their respective performance periods.

Insider Trade Summary

Grant/Award: 1,128 shares

Grant/Award 1 txn

Insider THALMAN WILLIAM M

Role EVP & COO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,128	$0.00	$0.00

Holdings After Transaction: Common Stock — 79,882 shares (Direct)

Footnotes (3)

1. F1. Award of 1,128 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 the grant.
2. F2. Includes 1,358 Performance Restricted Stock Units earned under the 2025-2027 Long Term Incentive Plan granted on 5/22/2025; those 1,358 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2027, upon certification by the Compensation Committee.
3. F3. Includes 6,036 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 6,036 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2026, upon certification of the Compensation Committee.

Key Figures

RSU grant size: 1,128 shares Grant price: $0.0000 per share Total holdings after grant: 79,882 shares/units +2 more

5 metrics

RSU grant size 1,128 shares Restricted stock units awarded to EVP & COO

Grant price $0.0000 per share Equity award, no cash exercise price

Total holdings after grant 79,882 shares/units Common stock and equity units following transaction

2025–2027 PRSUs 1,358 units Performance Restricted Stock Units under 2025–2027 LTIP

2024–2026 PRSUs 6,036 units Performance Restricted Stock Units under 2024–2026 LTIP

Key Terms

restricted stock units (RSUs), Performance Restricted Stock Units, Long Term Incentive Plan, Compensation Committee

4 terms

restricted stock units (RSUs) financial

"Award of 1,128 restricted stock units (RSUs) which are settled in stock upon vesting"

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

Performance Restricted Stock Units financial

"Includes 1,358 Performance Restricted Stock Units earned under the 2025-2027 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 2025-2027 Long Term Incentive Plan granted on 5/22/2025"

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.

Compensation Committee financial

"will settle at the end of the performance period ... upon certification by the Compensation Committee"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

FAQ

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

What insider transaction did FSTR executive William Thalman report?

William M. Thalman reported an equity grant of 1,128 restricted stock units. The units are granted at no cash cost and represent stock-based compensation, not an open-market purchase, aligning his incentives with FOSTER L B CO shareholders over a multi-year period.

How do the 1,128 RSUs granted to FSTR’s EVP vest over time?

The 1,128 restricted stock units vest in three equal annual installments. They generally vest on the first, second, and third anniversaries of the grant date, encouraging longer-term retention and performance alignment for FOSTER L B CO’s executive vice president and chief operating officer.

What are William Thalman’s total reported holdings in FSTR after this grant?

After the grant, William Thalman is reported with 79,882 shares and units. This total includes time-based RSUs and performance-based units, reflecting both the new 1,128-unit award and previously earned Performance Restricted Stock Units under company long-term incentive plans.

What performance-based awards in FSTR stock does William Thalman hold?

William Thalman holds 1,358 Performance Restricted Stock Units from the 2025–2027 long term plan and 6,036 from the 2024–2026 plan. These settle in stock at each plan’s end date, subject to Compensation Committee certification of performance results.

Is FSTR’s reported grant to William Thalman an open-market stock purchase?

No, the transaction is classified as a grant or award acquisition. Thalman did not buy shares in the open market; instead, he received 1,128 restricted stock units as equity compensation, with future vesting and settlement in FOSTER L B CO common stock.

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

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Accepted by SEC EDGAR 06/03/2026 - 03:32 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
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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^*

THALMAN WILLIAM 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)
	EVP & COO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

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	06/01/2026		A		1,128(1)	A	$0	79,882(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. Award of 1,128 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 the grant.

2. Includes 1,358 Performance Restricted Stock Units earned under the 2025-2027 Long Term Incentive Plan granted on 5/22/2025; those 1,358 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2027, upon certification by the Compensation Committee.

3. Includes 6,036 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 6,036 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2026, upon certification of the Compensation Committee.

Remarks:

	/s/ William M. Thalman by Maribel Castro, attorney-in-fact	06/03/2026
	** 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)