FOSTER L B EVP uses 1,077 shares for taxes

FOSTER L B CO executive Patrick J. Guinee reported a routine tax-withholding share disposition.

Rhea-AI Filing Summary

FOSTER L B CO executive Patrick J. Guinee reported a routine tax-withholding share disposition. On May 22, 2026, 1,077 shares of common stock were withheld at $38.11 per share to cover taxes due on the vesting of restricted stock under the 2025–2027 long-term incentive plan.

After this transaction, Guinee directly held 87,341 shares, which the footnotes state include 1,239 performance restricted stock units from the 2025–2027 plan and 5,553 performance restricted stock units from the 2024–2026 plan that will settle following the respective performance periods.

Insider Trade Summary

Exercise Price or Tax Liability: 1,077 shares

Exercise Price or Tax Liability 1 txn

Insider Guinee Patrick J.

Role EVP General Counsel & Sec.

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	1,077	$38.11	$41K

Holdings After Transaction: Common Stock — 87,341 shares (Direct)

Footnotes (3)

1. F1. Shares withheld to pay taxes applicable to the vesting of restricted stock related to the 2025-2027 LTIP awarded on 5/22/25.
2. F2. Includes 1,239 Performance Restricted Stock Units earned under the 2025-2027 Long Term Incentive Plan granted on 5/22/2025; those 1,239 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2027, upon certification by the Compensation Committee.
3. F3. Includes 5,553 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 5,553 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2026, upon certification of the Compensation Committee.

Key Figures

Tax-withheld shares: 1,077 shares Price per share: $38.11 per share Shares held after transaction: 87,341 shares +2 more

5 metrics

Tax-withheld shares 1,077 shares Shares withheld to pay taxes on restricted stock vesting on May 22, 2026

Price per share $38.11 per share Value used for the 1,077-share tax-withholding disposition

Shares held after transaction 87,341 shares Direct holdings of common stock following the tax-withholding transaction

2025–2027 performance RSUs 1,239 units Performance RSUs from 2025–2027 Long Term Incentive Plan, settle December 31, 2027

2024–2026 performance RSUs 5,553 units Performance RSUs from 2024–2026 Long Term Incentive Plan, settle December 31, 2026

Key Terms

tax-withholding disposition, Performance Restricted Stock Units, Long Term Incentive Plan, vesting of restricted stock, +1 more

5 terms

tax-withholding disposition financial

"transaction_action: tax-withholding disposition"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Performance Restricted Stock Units financial

"Includes 1,239 Performance Restricted Stock Units earned under the 2025-2027 Long Term Incentive Plan"

Performance restricted stock units (PRSUs) are promises to deliver company shares to employees or executives only if the business meets specific performance targets and any time-based holding rules. Think of them as a bonus that converts into stock only after set goals are reached, so investors watch PRSUs for two reasons: they can dilute existing shares if paid out, and they signal how closely management’s pay is tied to company performance.

Long Term Incentive Plan financial

"earned under the 2025-2027 Long Term Incentive Plan granted on 5/22/2025"

A long term incentive plan is a company program that awards executives and key employees bonuses—often in stock, options, or cash—only if the business meets multi-year performance goals. It links management pay to company results—like tying a coach’s bonus to a team’s multi-season record—so investors monitor it for how leaders are motivated, potential share dilution, and signals about the company’s long-term priorities.

vesting of restricted stock financial

"Shares withheld to pay taxes applicable to the vesting of restricted stock related to the 2025-2027 LTIP"

Compensation Committee financial

"will settle at the end of the performance period ... upon certification by the Compensation Committee"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did FSTR executive Patrick J. Guinee report?

Patrick J. Guinee reported a tax-withholding disposition of 1,077 shares of FOSTER L B CO common stock. The shares were withheld to pay taxes on vesting restricted stock under the company’s 2025–2027 long-term incentive plan.

Was Patrick J. Guinee’s FSTR transaction an open-market sale?

No, the transaction was a tax-withholding disposition, not an open-market sale. Shares were delivered back to cover tax liabilities arising from restricted stock vesting under a long-term incentive plan.

How many FSTR shares does Patrick J. Guinee hold after this transaction?

Following the transaction, Patrick J. Guinee directly held 87,341 shares of FOSTER L B CO common stock. This figure includes certain performance restricted stock units that will settle at the end of specified performance periods.

What is the size and price of the FSTR tax-withholding transaction?

The tax-withholding disposition involved 1,077 shares of FOSTER L B CO common stock at $38.11 per share. These shares were withheld to satisfy tax obligations related to the vesting of restricted stock awards.

What performance restricted stock units does Patrick J. Guinee have related to FSTR?

Footnotes indicate he has 1,239 performance RSUs from the 2025–2027 plan and 5,553 performance RSUs from the 2024–2026 plan. These units will settle after performance periods end and compensation committee certification.

When will Patrick J. Guinee’s FSTR performance RSUs settle?

According to the filing, 1,239 performance RSUs from the 2025–2027 plan settle on December 31, 2027, and 5,553 performance RSUs from the 2024–2026 plan settle on December 31, 2026, following compensation committee certification.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/27/2026 - 03:25 PM Learn about SEC filing dates

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^*

Guinee Patrick J.

(Last) (First) (Middle)

L.B. FOSTER COMPANY

415 HOLIDAY DRIVE, SUITE 100

(Street)

PITTSBURGH PENNSYLVANIA 15220

(City) (State) (Zip)

UNITED STATES

(Country)

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 General Counsel & Sec.

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/22/2026		F		1,077(1)	D	$38.11	87,341(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 2025-2027 LTIP awarded on 5/22/25.

2. Includes 1,239 Performance Restricted Stock Units earned under the 2025-2027 Long Term Incentive Plan granted on 5/22/2025; those 1,239 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2027, upon certification by the Compensation Committee.

3. Includes 5,553 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 5,553 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2026, upon certification of the Compensation Committee.

Remarks:

	Patrick J. Guinee by Maribel Castro, attorney-in-fact	05/27/2026
	** 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.
* Form 4: SEC 1474 (03-26)