L.B. Foster CFO exercises 1,667 performance units

Accepted by SEC EDGAR 02/12/2026 - 04:34 PM EST

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Form Type

Rhea-AI Filing Summary

L.B. Foster Company EVP & CFO William M. Thalman reported equity award activity involving performance-based stock units and common shares of FSTR. On February 11, 2026, he exercised 1,667 Performance Stock Units, receiving 1,667 shares of common stock at $0 per share.

To cover tax obligations, 829 common shares were withheld at $31.54 per share, resulting in a net increase of 838 shares. After these transactions, he directly owned 74,738 shares of L.B. Foster common stock.

Insider Trade Summary

1,667 shares exercised/converted

Exercise 3 txns

Insider THALMAN WILLIAM M

Role EVP & CFO

Type	Security	Shares	Price	Value
Exercise	Performance Stock Units	1,667	$31.54	$53K
Exercise	Common Stock	1,667	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	829	$31.54	$26K
Holding	Performance Stock Units	--	--	--

Holdings After Transaction: Performance Stock Units — 1,667 contracts (Direct); Common Stock — 74,738 shares (Direct)

Holdings Before and After: Performance Stock Units, 3,334 to 1,667 contracts (Direct); Common Stock, 73,900 to 74,738 shares (Direct)

Footnotes (4)

F1. This amount represents 50 percent of the Performance-based stock unit award granted on 3/31/2021 and earned on 2/11/2026.
F2. 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.
F3. 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.
F4. 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.

FAQ

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What insider transaction did L.B. Foster (FSTR) report for EVP & CFO William Thalman?

L.B. Foster reported that EVP & CFO William M. Thalman exercised 1,667 Performance Stock Units into common stock on February 11, 2026, then had 829 shares withheld at $31.54 per share to satisfy tax obligations, resulting in a net increase of 838 common shares.

How many L.B. Foster (FSTR) shares does EVP & CFO William Thalman own after this Form 4?

Following the reported transactions, EVP & CFO William M. Thalman directly owned 74,738 shares of L.B. Foster common stock. This reflects the 1,667 shares received from vested Performance Stock Units, reduced by 829 shares withheld to cover tax liabilities associated with the equity award.

What are the details of the Performance Stock Units exercised by L.B. Foster (FSTR) CFO?

The filing shows 1,667 Performance Stock Units exercised on February 11, 2026, representing 50 percent of a 3,333-share performance-based award granted on March 31, 2021. The units converted into 1,667 common shares at a stated exercise price of $0 per share.

Why were 829 L.B. Foster (FSTR) shares disposed of in the Form 4 filing?

The 829 common shares were disposed of under transaction code “F,” meaning they were withheld at $31.54 per share to satisfy tax liabilities related to the equity award. This is a tax-withholding disposition rather than an open-market sale by the executive.

What long-term incentive awards are referenced in L.B. Foster (FSTR) CFO’s Form 4 footnotes?

Footnotes describe a 3,333-share performance-based award from March 31, 2021, plus 18,519 Performance Restricted Stock Units from the 2023–2025 plan and 2,385 from the 2024–2026 plan, which will settle after performance periods end and Compensation Committee certification on specified future dates.

How were the 3,333 performance-based L.B. Foster (FSTR) stock units structured for the CFO?

The 3,333-share performance-based award granted March 31, 2021 expires February 28, 2026. Half, or 1,666 shares, was earned on April 5, 2024. The remaining 1,667 shares may be earned if the 30-day average stock price reaches $30, subject to continued employment.

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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

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)
02/11/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/11/2026		M		1,667⁽¹⁾	A	$0	75,567⁽²⁾⁽³⁾	D
Common Stock	02/11/2026		F		829	D	$31.54	74,738⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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 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. 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/ William M. Thalman by Judith Balog, attorney-in-fact	02/12/2026
	** 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.

Source: View Original Filing on SEC EDGAR