Equity awards and tax share withholding for FOSTER L B CO (FSTR) SVP

Rhea-AI Filing Summary

FOSTER L B CO senior vice president Robert Ness reported equity compensation changes. He acquired a total of 9,718 shares of common stock through grants and earned performance-based awards on February 19, 2026, and had 5,281 shares withheld at $31.125 per share to cover taxes. After these transactions, he directly owned 33,139 common shares.

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)
02/19/2026

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	02/19/2026		A		3,585(1)	A	$0	32,287(2)(3)	D
Common Stock	02/19/2026		A		1,947(4)	A	$0	34,234(2)(5)	D
Common Stock	02/19/2026		A		764(6)	A	$0	34,998(2)(5)(7)	D
Common Stock	02/19/2026		A		3,422(8)	A	$0	38,420(2)(5)(7)	D
Common Stock	02/19/2026		F		5,281(9)	D	$31.125	33,139(5)(7)	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. Represents the number of shares of common stock resulting from Performance Share Units earned under the 2023-2025 Long Term Incentive Plan granted on 2/14/2023 upon certification of performance results by the Compensation Committee at 47.2% for the annual period ended December 31, 2025.

2. Includes 11,522 shares of common stock resulting from the settlement of Performance Restricted Stock Units earned under the 2023-2025 Long Term Incentive Plan granted on 2/14/2023; those 11,522 Performance Restricted Stock Units settled at the end of the 2023-2025 performance period upon certification by the Compensation Committee on 2/19/2026.

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 of the Compensation Committee.

4. Represents the number of Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024 upon certification of performance results by the Compensation Committee at 39.5% for the annual period ended December 31, 2025. The earned Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2026, upon certification by the Compensation Committee.

5. Includes 3,219 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 3,219 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2026, upon certification of the Compensation Committee.

6. Represents the number of Performance Restricted Stock Units earned under the 2025-2027 Long Term Incentive Plan granted on 5/22/2025 upon certification of performance results by the Compensation Committee at 11.2% for the annual period ended December 31, 2025. The earned Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2027, upon certification by the Compensation Committee.

7. Includes 764 Performance Restricted Stock Units earned under the 2025-2027 Long Term Incentive Plan granted on 5/22/2025; those 764 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2027, upon certification by the Compensation Committee.

8. Award of restricted stock units (RSUs), which are settled in stock upon vesting, and generally will vest ratably over a three-year period on the first, second, and third anniversary of the date of grant.

9. Shares withheld to pay taxes upon the vesting and settlement of all earned performance shares related to the 2023-2025 LTIP awarded on 2/14/2023.

Remarks:

	Robert Ness by Judith Balog, attorney-in-fact	02/23/2026
	** 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 executive Robert Ness report in this Form 4?

Robert Ness reported multiple equity compensation transactions, receiving grants and earned performance-based common shares and having some shares withheld for taxes. All reported transactions involved company common stock and occurred on February 19, 2026, reflecting routine long-term incentive plan activity and related tax settlement.

How many FSTR shares did Robert Ness acquire and dispose of in this filing?

Ness acquired 9,718 common shares through grants and earned performance awards and disposed of 5,281 shares through tax withholding. The disposal was coded as a tax-related transaction, not an open-market sale, tied to vesting and settlement of long-term incentive plan performance shares.

What was Robert Ness’s FSTR share ownership after these Form 4 transactions?

After the reported transactions, Robert Ness directly owned 33,139 shares of FOSTER L B CO common stock. This ending balance reflects the net effect of multiple stock grants and performance share settlements offset by shares withheld to satisfy tax obligations on vested performance awards.

What types of equity awards are involved in Robert Ness’s FSTR Form 4?

The filing involves performance share units, performance restricted stock units, and restricted stock units under the company’s 2023–2025, 2024–2026, and 2025–2027 Long Term Incentive Plans. Some awards settle in stock after performance periods end and Compensation Committee certification occurs.

At what price were the FSTR shares disposed of for tax withholding in this Form 4?

The 5,281 common shares withheld for taxes were valued at $31.125 per share. This tax-withholding disposition relates to the vesting and settlement of earned performance shares from the 2023–2025 long-term incentive award certified by the Compensation Committee.

How are future FSTR performance restricted stock units for Robert Ness expected to settle?

Certain performance restricted stock units from the 2024–2026 and 2025–2027 long-term incentive plans will settle in stock at the end of their performance periods. Settlement depends on Compensation Committee certification of results for periods ending December 31, 2026 and December 31, 2027, respectively.