FOSTER CFO reports tax share withholding

FOSTER L B CO Executive Vice President and CFO William M. Thalman reported a tax-related share disposition.

Rhea-AI Filing Summary

FOSTER L B CO Executive Vice President and CFO William M. Thalman reported a tax-related share disposition. On the vesting of restricted stock from the 2025-2027 long-term incentive plan, 1,178 shares of common stock were withheld at $38.11 per share to cover tax obligations, rather than sold on the open market.

After this withholding, Thalman directly holds 78,754 common shares, which include 1,358 performance restricted stock units from the 2025-2027 plan and 6,036 performance restricted stock units from the 2024-2026 plan that are scheduled to settle after their respective performance periods end.

Insider Trade Summary

Exercise Price or Tax Liability: 1,178 shares

Exercise Price or Tax Liability 1 txn

Insider THALMAN WILLIAM M

Role EVP & CFO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	1,178	$38.11	$45K

Holdings After Transaction: Common Stock — 78,754 shares (Direct)

Footnotes (3)

1. F1. Shares withheld to pay taxes applicable to the vesting of restricted stock related to the 2025-2027 LTIP awarded on 5/22/25.
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

Tax-withheld shares: 1,178 shares Withholding price: $38.11/share Shares after transaction: 78,754 shares +2 more

5 metrics

Tax-withheld shares 1,178 shares Common stock withheld for taxes on 2025-2027 LTIP vesting

Withholding price $38.11/share Value per share for tax-withholding disposition

Shares after transaction 78,754 shares Total direct holdings following tax withholding

2025-2027 PRSUs 1,358 units Performance RSUs under 2025-2027 Long Term Incentive Plan

2024-2026 PRSUs 6,036 units Performance RSUs under 2024-2026 Long Term Incentive Plan

Key Terms

tax-withholding disposition, restricted stock, Performance Restricted Stock Units, Long Term Incentive Plan, +1 more

5 terms

tax-withholding disposition financial

"reported a tax-related share disposition recorded as a tax-withholding disposition"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

restricted stock financial

"vesting of restricted stock related to the 2025-2027 LTIP"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

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

"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.

performance period financial

"will settle at the end of the performance period on December 31, 2027"

The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.

FAQ

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

What did FSTR CFO William Thalman report in this Form 4?

William Thalman reported a tax-withholding disposition of 1,178 FSTR common shares at $38.11 per share. The shares were withheld to pay taxes due on vesting restricted stock, not sold in an open-market transaction.

How many FSTR shares were withheld for taxes by the CFO?

A total of 1,178 common shares of FSTR were withheld to satisfy tax obligations tied to restricted stock vesting. This is recorded as a tax-withholding disposition, not as a traditional market sale of shares.

How many FSTR shares does the CFO hold after this transaction?

After the tax withholding, the CFO directly holds 78,754 common shares of FSTR. This figure includes shares underlying performance restricted stock units that are scheduled to settle after their performance periods conclude.

What performance restricted stock units does the FSTR CFO hold?

The CFO holds 1,358 performance RSUs from the 2025-2027 plan and 6,036 performance RSUs from the 2024-2026 plan. These units will settle after performance periods ending December 31, 2027 and December 31, 2026, respectively.

Was the FSTR CFO’s Form 4 transaction an open-market sale?

No. The Form 4 shows a tax-withholding disposition, where 1,178 shares were withheld to pay taxes on restricted stock vesting. This differs from an open-market sale initiated to trade shares for cash.

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

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Accepted by SEC EDGAR 05/27/2026 - 03:30 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 & CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026

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	05/22/2026		F		1,178(1)	D	$38.11	78,754(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 2025-2027 LTIP awarded on 5/22/25.

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:

	William M. Thalman by Maribel Castro, attorney-in-fact	05/27/2026
	** 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)