Foster L B Co (FSTR) EVP shares withheld to cover taxes

Rhea-AI Filing Summary

FOSTER L B CO executive Patrick J. Guinee reported tax-related share withholdings tied to vesting long-term incentives. On February 13 and 14, he disposed of 928 and 1,479 common shares, respectively, at $31.63 per share to cover tax liabilities on restricted stock.

After these tax-withholding dispositions, he directly holds 81,156 common shares. This figure includes 15,874 performance restricted stock units from the 2023–2025 plan, settling after December 31, 2025, and 2,194 units from the 2024–2026 plan, settling 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^*

Guinee Patrick J.

(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)
	EVP General Counsel & Sec.

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		928(1)	D	$31.63	82,635(2)(3)	D
Common Stock	02/14/2026		F		1,479(4)	D	$31.63	81,156(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 15,874 Performance Restricted Stock Units earned under the 2023-2025 Long Term Incentive Plan granted on 2/14/2023; those 15,874 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 2,194 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 2,194 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:

	/s/ Patrick J. Guinee 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 transaction did FSTR executive Patrick J. Guinee report?

Patrick J. Guinee reported tax-withholding dispositions of company stock. He had 928 and 1,479 common shares withheld on two dates to pay taxes due on vesting restricted stock under long-term incentive plans.

Were the FSTR Form 4 transactions open-market stock sales?

No, the transactions were tax-withholding dispositions, not open-market sales. Shares were delivered back to cover tax liabilities arising from the vesting of restricted stock awarded under FOSTER L B CO long-term incentive plans.

How many FSTR shares were disposed of for taxes and at what price?

A total of 2,407 common shares were disposed of for taxes, in two lots of 928 and 1,479 shares. Both lots were valued at a reported price of $31.63 per share for tax-withholding purposes.

How many FSTR shares does Patrick J. Guinee own after these transactions?

After the reported tax withholdings, Patrick J. Guinee directly owns 81,156 FOSTER L B CO common shares. This total includes earned performance restricted stock units scheduled to settle after year-end performance periods once certified.

What performance restricted stock units are included in Guinee’s FSTR holdings?

His holdings include 15,874 performance restricted stock units from the 2023–2025 plan and 2,194 units from the 2024–2026 plan. These units will settle after December 31, 2025 and December 31, 2026, respectively, following Compensation Committee certification.

What long-term incentive plans are referenced in the FSTR Form 4 filing?

The filing references the 2023–2025 and 2024–2026 Long Term Incentive Plans. Restricted stock vested under these plans triggered tax liabilities, while earned performance restricted stock units will settle at the end of each plan’s performance period, subject to certification.