Tax withholdings trim Foster L B (FSTR) controller’s share stake

Rhea-AI Filing Summary

FOSTER L B CO controller Sean M. Reilly reported two tax-related share disposals, where the company withheld 612 and 362 shares of common stock at $31.63 per share to cover taxes on vested restricted stock under the 2023-2025 and 2024-2026 long-term incentive plans. After these transactions, he directly owned 27,018 common shares, and his holdings also include 6,614 performance restricted stock units scheduled to settle after December 31, 2025 and 859 units scheduled to settle after December 31, 2026, subject to Compensation Committee certification.

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^*

REILLY SEAN 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)
	Controller

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		362(1)	D	$31.63	27,630(2)(3)	D
Common Stock	02/14/2026		F		612(4)	D	$31.63	27,018(2)(3)	D
Common Stock								1,013	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. 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 6,614 Performance Restricted Stock Units earned under the 2023-2025 Long Term Incentive Plan granted on 2/14/2023; those 6,614 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 859 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 859 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:

	Sean M. Reilly 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.
* 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).
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FAQ

What insider transactions did FSTR controller Sean Reilly report?

Sean Reilly reported two tax-withholding dispositions where 612 and 362 FOSTER L B CO common shares were withheld at $31.63 per share. These shares were used to pay taxes on vesting restricted stock from long-term incentive plans, not open-market sales.

Were Sean Reilly’s FSTR transactions open-market sales?

No, the transactions were not open-market sales. They were coded “F” and described as share withholdings to pay tax liabilities upon vesting of restricted stock under the company’s 2023-2025 and 2024-2026 long-term incentive plans, a common administrative mechanism.

How many FSTR shares were disposed for Sean Reilly’s tax withholdings?

A total of 974 FOSTER L B CO common shares (612 and 362) were disposed through tax-withholding. The company retained these shares at $31.63 per share to satisfy Reilly’s tax obligations tied to vesting restricted stock awards under long-term incentive plans.

How many FSTR shares does Sean Reilly own after these transactions?

After the reported tax-withholding dispositions, Sean Reilly directly owned 27,018 FOSTER L B CO common shares. This direct ownership figure reflects his position following the February 2026 share withholdings associated with vesting restricted stock from long-term incentive plan awards.

What performance restricted stock units does Sean Reilly hold in FSTR?

Reilly’s holdings include 6,614 performance restricted stock units from the 2023-2025 plan and 859 units from the 2024-2026 plan. These units are scheduled to settle after December 31, 2025 and December 31, 2026, respectively, upon Compensation Committee certification.

How are Sean Reilly’s indirect FSTR holdings reported?

The Form 4 notes 1,013 FOSTER L B CO common shares held indirectly through the L.B. Foster Company 401(k) Plan. This position is reported as indirect ownership, separate from his directly held common shares and performance-based restricted stock units under long-term incentive plans.