Stock awards and tax share withholding for Foster L B (FSTR) SVP

Rhea-AI Filing Summary

Foster L B Co SVP - Rail Gregory W. Lippard reported multiple equity award transactions in company common stock. On February 19, 2026, he acquired share grants of 5,975, 2,678, 1,002 and 4,244 shares at no cost under long-term incentive and restricted stock unit programs.

On the same date, 8,735 shares were withheld at a price of $31.125 per share to cover tax liabilities upon vesting of earned performance shares. After these transactions, he directly owned 75,996 shares, with an additional 1,531 shares held indirectly in a 401(k) plan.

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)
02/19/2026

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		5,975(1)	A	$0	76,807(2)(3)	D
Common Stock	02/19/2026		A		2,678(4)	A	$0	79,485(2)(5)	D
Common Stock	02/19/2026		A		1,002(6)	A	$0	80,487(2)(5)(7)	D
Common Stock	02/19/2026		A		4,244(8)	A	$0	84,731(2)(5)(7)	D
Common Stock	02/19/2026		F		8,735(9)	D	$31.125	75,996(5)(7)	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

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 19,202 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 19,202 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 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 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 4,427 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 4,427 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 1,002 Performance Restricted Stock Units earned under the 2025-2027 Long Term Incentive Plan granted on 5/22/2025; those 1,002 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/ Gregory W. Lippard by Judith Balog, attorney-in-fact	02/23/2026
	** 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).
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FAQ

What insider transactions did FOSTER L B CO (FSTR) report for Gregory W. Lippard?

Gregory W. Lippard reported several equity award transactions. He received multiple stock grants under long-term incentive and restricted stock unit plans, and shares were withheld to cover taxes on vested performance shares, all dated February 19, 2026.

How many FSTR shares did Gregory W. Lippard acquire through stock awards?

Gregory W. Lippard acquired several blocks of common stock: 5,975 shares, 2,678 shares, 1,002 shares, and 4,244 shares. These were granted at no cash cost as equity compensation under the company’s long-term incentive and restricted stock unit programs.

Why were 8,735 FSTR shares disposed of in Gregory W. Lippard’s Form 4?

The 8,735 shares were withheld to pay taxes upon vesting and settlement of earned performance shares from the 2023–2025 long-term incentive plan. This “F” code transaction reflects tax-withholding disposition, not an open-market sale by the executive.

What is Gregory W. Lippard’s FSTR share ownership after these transactions?

After the reported transactions, Gregory W. Lippard directly owned 75,996 shares of FOSTER L B CO common stock. He also had 1,531 shares held indirectly in the L.B. Foster Company 401(k) Plan, reflecting retirement-plan holdings separate from his direct ownership.

What long-term incentive plans are referenced in the FSTR Form 4 footnotes?

The footnotes reference the 2023–2025, 2024–2026, and 2025–2027 Long Term Incentive Plans. They describe performance share units and performance restricted stock units earned based on certified results, with settlement at future dates upon Compensation Committee certification.