Stock awards and tax share withholding for FOSTER L B CO (FSTR)

Rhea-AI Filing Summary

FOSTER L B CO EVP & CFO William M. Thalman reported multiple stock awards on February 19, 2026. He acquired common shares through grants and performance-based awards, including 8,365, 3,651, 1,358 and 6,297 shares tied to long-term incentive plans for 2023–2025, 2024–2026 and 2025–2027.

Footnotes explain that performance share and performance restricted stock units were earned based on certified results, with settlement expected at the end of each performance period, generally after Compensation Committee certification. The filing also shows 11,746 shares withheld at a price of $31.1250 to cover taxes on vested performance shares, leaving Thalman with 79,947 directly owned shares.

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^*

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)
02/19/2026

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	02/19/2026		A		8,365(1)	A	$0	80,387(2)(3)	D
Common Stock	02/19/2026		A		3,651(4)	A	$0	84,038(2)(5)	D
Common Stock	02/19/2026		A		1,358(6)	A	$0	85,396(2)(5)(7)	D
Common Stock	02/19/2026		A		6,297(8)	A	$0	91,693(2)(5)(7)	D
Common Stock	02/19/2026		F		11,746(9)	D	$31.125	79,947(5)(7)	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. Represents the number of shares of common stock resulting from Performance Share Units earned under the 2023-2025 Long Term Incentive Plan granted on 2/14/2023 upon certification of performance results by the Compensation Committee at 47.2% for the annual period ended December 31, 2025.

2. Includes 26,884 shares of common stock resulting from the settlement of Performance Restricted Stock Units earned under the 2023-2025 Long Term Incentive Plan granted on 2/14/2023; those 26,884 Performance Restricted Stock Units settled at the end of the 2023-2025 performance period upon certification by the Compensation Committee on 2/19/2026.

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. Represents the number of Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024 upon certification of performance results by the Compensation Committee at 39.5% for the annual period ended December 31, 2025. The earned Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2026, upon certification by the Compensation Committee.

5. 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.

6. Represents the number of Performance Restricted Stock Units earned under the 2025-2027 Long Term Incentive Plan granted on 5/22/2025 upon certification of performance results by the Compensation Committee at 11.2% for the annual period ended December 31, 2025. The earned Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2027, upon certification by the Compensation Committee.

7. 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.

8. Award of 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 grant.

9. Shares withheld to pay taxes upon the vesting and settlement of all earned performance shares related to the 2023-2025 LTIP awarded on 2/14/2023.

Remarks:

	/s/ William M. Thalman by Judith Balog, attorney-in-fact	02/23/2026
	** Signature of Reporting Person	Date
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FAQ

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

William Thalman reported multiple stock awards and a tax-related share withholding. On February 19, 2026, he received several common stock grants from long-term incentive plans and had 11,746 shares withheld to cover taxes on vested performance shares, ending with 79,947 shares owned directly.

How many FSTR shares were withheld for William Thalman’s taxes?

The filing shows 11,746 common shares were withheld to pay taxes. These shares related to the vesting and settlement of earned performance shares from the 2023–2025 long-term incentive plan originally awarded on February 14, 2023, at a price of $31.1250 per share.

What performance plans are referenced in William Thalman’s FSTR Form 4?

The Form 4 references the 2023–2025, 2024–2026, and 2025–2027 Long Term Incentive Plans. It details performance share units and performance restricted stock units earned under these plans, with settlements tied to performance periods ending December 31, 2025, 2026, and 2027 after Compensation Committee certification.

What performance percentages were certified for William Thalman’s FSTR awards?

The Compensation Committee certified performance at 47.2% for the 2023–2025 plan, 39.5% for the 2024–2026 plan’s annual period ended December 31, 2025, and 11.2% for the 2025–2027 plan’s annual period ended December 31, 2025, determining the earned performance units.

When will William Thalman’s FSTR performance restricted stock units settle?

Earned performance restricted stock units under the 2024–2026 plan are scheduled to settle on December 31, 2026, after Compensation Committee certification. Earned units under the 2025–2027 plan are scheduled to settle on December 31, 2027, also contingent on certification at the end of the performance period.

How many FSTR shares does William Thalman own after these transactions?

After the reported grants and tax withholding, William Thalman directly owns 79,947 shares of FOSTER L B CO common stock. This post-transaction balance reflects the net effect of multiple stock awards and the 11,746 shares withheld to satisfy tax obligations on vested performance shares.