Tax share withholding by Foster (FSTR) SVP Robert Ness disclosed

Rhea-AI Filing Summary

FOSTER L B CO senior vice president Robert Ness reported two tax-withholding dispositions of common stock tied to vesting long-term incentive awards. On February 13 and 14, 2026, a total of 1,312 shares were withheld at $31.63 per share to cover tax liabilities. After these transactions, he reports direct ownership of 28,702 common shares, including 7,937 performance restricted stock units scheduled to settle after December 31, 2025 and 1,272 performance restricted stock units scheduled to settle after December 31, 2026.

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^*

Ness Robert

(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, Precast Concrete Products

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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	02/13/2026		F		552(1)	D	$31.63	29,462(2)(3)	D
Common Stock	02/14/2026		F		760(4)	D	$31.63	28,702(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 2024-2026 LTIP awarded on 5/23/24.

2. Includes 7,937 Performance Restricted Stock Units earned under the 2023-2025 Long Term Incentive Plan granted on 2/14/2023; those 7,937 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 1,272 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 1,272 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2026, upon certification by the Compensation Committee.

4. Shares withheld to pay taxes applicable to the vesting of restricted stock related to the 2023-2025 LTIP awarded on 2/14/23.

Remarks:

	Robert Ness by Judith Balog, attorney-in-fact	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did FSTR executive Robert Ness report in this Form 4 filing?

Robert Ness reported two tax-withholding dispositions of FOSTER L B CO common stock. In total, 1,312 shares were withheld at $31.63 per share to cover taxes on vesting restricted stock from long-term incentive plans.

How many FSTR shares were disposed of for taxes by Robert Ness?

The filing shows 1,312 FOSTER L B CO common shares disposed of for tax withholding. This includes 552 shares on February 13, 2026 and 760 shares on February 14, 2026, all at a reported price of $31.63 per share.

Were the FSTR share transactions open-market sales by Robert Ness?

No, the transactions are described as tax-withholding dispositions, not open-market sales. Shares were withheld to pay taxes on vesting restricted stock under the 2023–2025 and 2024–2026 long-term incentive plans, according to the filing footnotes.

How many FSTR shares does Robert Ness own after these transactions?

After the reported tax-withholding dispositions, Robert Ness reports direct ownership of 28,702 FOSTER L B CO common shares. This figure includes performance restricted stock units that are scheduled to settle after the 2023–2025 and 2024–2026 performance periods are certified.

What long-term incentive awards are referenced in Robert Ness’s FSTR Form 4?

The filing references restricted stock and performance restricted stock units from the 2023–2025 and 2024–2026 Long Term Incentive Plans. It notes 7,937 performance units granted in 2023 and 1,272 performance units granted in 2024, which will settle after their respective performance periods.

Does the FSTR Form 4 indicate future share settlements for Robert Ness?

Yes, the filing states that 7,937 performance restricted stock units may settle after December 31, 2025 and 1,272 performance restricted stock units may settle after December 31, 2026, following certification by the Compensation Committee under the long-term incentive plans.