L.B. Foster (FSTR) SVP reports tax-withholding share dispositions

Rhea-AI Filing Summary

FOSTER L B CO senior vice president Brian Hunter Friedman reported tax-related share dispositions under the company’s long-term incentive plans. On February 13 and 14, he disposed of 545 and 749 shares of common stock, respectively, at $31.63 per share, to cover tax liabilities tied to vesting restricted stock.

These are coded as tax-withholding dispositions, not open-market sales. After these transactions, he directly owned 25,370 common shares and indirectly held 1,259 shares through the L.B. Foster Company 401(k) Plan. He also has performance restricted stock units scheduled to settle after performance periods end.

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^*

Friedman Brian Hunter

(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, Chief Growth Officer

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		545(1)	D	$31.63	26,119(2)(3)	D
Common Stock	02/14/2026		F		749(4)	D	$31.63	25,370(2)(3)	D
Common Stock								1,259	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 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:

	Brian Hunter Friedman 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 insider transactions did FSTR executive Brian Hunter Friedman report?

Brian Hunter Friedman reported two tax-withholding dispositions of FOSTER L B CO common stock. He disposed of 545 shares and 749 shares at $31.63 per share, related to vesting restricted stock under the company’s 2023-2025 and 2024-2026 long-term incentive plans.

Were Brian Hunter Friedman’s FSTR share disposals open-market sales?

No, the transactions were not open-market sales. Both are coded as tax-withholding dispositions, where shares are withheld to pay taxes on vesting restricted stock. This means shares satisfied tax obligations rather than being sold voluntarily on the open market.

How many FSTR shares does Brian Hunter Friedman hold after these transactions?

After the reported transactions, Brian Hunter Friedman directly owned 25,370 shares of FOSTER L B CO common stock. He also indirectly held 1,259 shares through the L.B. Foster Company 401(k) Plan, reflecting both his direct and plan-based ownership positions after tax-withholding events.

What long-term incentive plans are linked to these FSTR tax-withholding transactions?

The tax-withholding dispositions relate to restricted stock from the 2023-2025 and 2024-2026 Long Term Incentive Plans. Awards were originally granted on February 14, 2023, and May 23, 2024, and shares were withheld as those restricted stock awards vested and triggered tax liabilities.

Does Brian Hunter Friedman hold FSTR performance restricted stock units (PRSUs)?

Yes, his holdings include performance restricted stock units. These comprise 7,937 PRSUs from the 2023-2025 plan and 1,272 PRSUs from the 2024-2026 plan, which are scheduled to settle after December 31, 2025, and December 31, 2026, following Compensation Committee certification.