L.B. Foster (FSTR) SVP converts 1,667 PSUs and withholds shares for taxes

Rhea-AI Filing Summary

L.B. Foster Company executive Gregory W. Lippard, SVP – Rail, reported equity award activity involving performance stock units and common shares of FSTR. On 02/11/2026, he exercised 1,667 performance stock units at an exercise price of $31.54 per share, receiving 1,667 shares of common stock.

To cover tax obligations, 847 of these common shares were withheld at $31.54, leaving him with 72,877 directly held common shares and 1,531 shares held indirectly through the L.B. Foster Company 401(k) Plan. The 1,667 units exercised represent 50% of a 3,333-share performance-based award granted on 03/31/2021 and earned on 02/11/2026, after a price-based performance condition was satisfied.

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)
02/11/2026

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	73,724(2)(3)	D
Common Stock	02/11/2026		F		847	D	$31.54	72,877(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
Performance Stock Units	(4)							(4)	02/28/2026	Common Stock	1,667		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 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 of 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/ Gregory W. Lippard by Judith Balog, attorney-in-fact	02/12/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did L.B. Foster (FSTR) report for Gregory W. Lippard?

Gregory W. Lippard exercised 1,667 performance stock units into common stock on 02/11/2026. These units were part of a performance-based award granted in 2021, reflecting equity compensation rather than an open-market stock purchase or sale.

How many L.B. Foster (FSTR) shares were withheld for taxes in this Form 4?

To satisfy tax obligations from the equity award, 847 common shares of L.B. Foster were withheld at a price of $31.54. This is a standard tax-withholding transaction and does not represent a discretionary open-market sale by the executive.

How many L.B. Foster (FSTR) shares does Gregory W. Lippard hold after this filing?

Following the reported transactions, Gregory W. Lippard directly holds 72,877 shares of L.B. Foster common stock. He also has 1,531 additional shares indirectly through the L.B. Foster Company 401(k) Plan, as disclosed in the beneficial ownership table.

What performance award was involved in the L.B. Foster (FSTR) Form 4 filing?

The filing involves a 3,333-share performance-based stock unit award granted on 03/31/2021. Half the award, or 1,667 units, was earned on 02/11/2026 after meeting a stock price condition and was converted into common shares for the executive.

What price condition applied to the L.B. Foster (FSTR) performance stock units?

The remaining 1,667 units from the 2021 performance award could be earned when the consecutive 30-day average closing stock price reached $30.00 or more. The filing notes that this 50% portion was earned on 02/11/2026 after that condition was satisfied.

What other performance restricted stock units does the L.B. Foster (FSTR) executive hold?

The filing states he has 13,227 performance restricted stock units from the 2023–2025 plan and 1,749 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.