Foster (FSTR) CFO has stock withheld to pay LTIP tax obligations

Rhea-AI Filing Summary

FOSTER L B CO executive William M. Thalman, EVP & CFO, reported tax-related share dispositions tied to vesting equity awards. On February 13, 2026, 1,007 shares of common stock at $31.63 per share were withheld to cover taxes on restricted stock from the 2023–2025 long-term incentive plan. On February 14, 2026, 1,721 shares at $31.63 per share were similarly withheld for taxes on restricted stock from the 2024–2026 plan. After these transactions, he directly owned 72,010 and 73,731 shares, respectively, including 18,519 performance restricted stock units scheduled to settle after December 31, 2025 and 2,385 units scheduled to settle after December 31, 2026, subject to 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

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^*

THALMAN WILLIAM 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)
	EVP & CFO

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		1,007(1)	D	$31.63	73,731(2)(3)	D
Common Stock	02/14/2026		F		1,721(4)	D	$31.63	72,010(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. 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 18,519 Performance Restricted Stock Units earned under the 2023-2025 Long Term Incentive Plan granted on 2/14/2023; those 18,519 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 2,385 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 2,385 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/ William M. Thalman 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.
* 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.

FAQ

What insider transactions did FSTR EVP & CFO William Thalman report?

He reported two tax-withholding dispositions of common stock. On February 13 and 14, 2026, a total of 1,007 and 1,721 shares, respectively, were withheld to satisfy tax obligations on vesting restricted stock from long-term incentive plans.

Were the FSTR insider transactions open-market sales of stock?

No, they were tax-withholding dispositions. The shares were withheld by the company to pay taxes due on vesting restricted stock units under long-term incentive plans, rather than discretionary open-market sales initiated by the executive.

How many FSTR shares did William Thalman hold after these transactions?

He held tens of thousands of shares directly after the filings. The Form 4 shows direct ownership of 73,731 and 72,010 common shares following the respective tax-withholding transactions reported for February 13 and February 14, 2026.

What long-term incentive plans are connected to these FSTR transactions?

The transactions relate to the 2023–2025 and 2024–2026 LTIPs. Shares were withheld for taxes on restricted stock from awards granted on February 14, 2023, and May 23, 2024, under FOSTER L B CO’s multi-year long-term incentive programs.

What performance restricted stock units does the FSTR CFO still hold?

He holds performance RSUs from two long-term plans. These include 18,519 units from the 2023–2025 plan and 2,385 units from the 2024–2026 plan, expected to settle after December 31, 2025 and December 31, 2026, subject to committee certification.

Do the FSTR Form 4 transactions change the CFO’s incentive alignment?

The filings show continued significant equity-based incentives. Despite tax-withholding dispositions, the executive retains substantial common stock and performance restricted stock units that vest over time, tying a meaningful portion of his compensation to FOSTER L B CO’s long-term performance.