Tax-withholding share dispositions by FOSTER L B CO (FSTR) senior vice president

Rhea-AI Filing Summary

FOSTER L B CO senior vice president Sara Fay Rolli reported routine share dispositions related to tax withholding on vested equity awards. On two dates, she surrendered a total of 265 shares of common stock at a price of $31.63 per share to cover tax liabilities tied to restricted stock vesting under the company’s long-term incentive plans. After these non-market transactions, she directly owns 7,332 common shares, a figure that includes performance-based restricted stock units earned under the 2023–2025 and 2024–2026 Long Term Incentive Plans that are scheduled to settle after their respective 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^*

Rolli Sara Fay

(Last) (First) (Middle)

C/O 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, Operational Admin

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		112(1)	D	$31.63	7,485(2)(3)	D
Common Stock	02/14/2026		F		153(4)	D	$31.63	7,332(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 2,116 Performance Restricted Stock Units earned under the 2023-2025 Long Term Incentive Plan granted on 2/14/2023; those 2,116 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 382 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 382 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/Sara Fay Rolli 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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** 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 did FOSTER L B CO executive Sara Fay Rolli report on this Form 4 for FSTR?

Sara Fay Rolli reported share dispositions used to pay taxes on vested restricted stock. The transactions involved common shares withheld under long-term incentive plans rather than open-market sales, reflecting routine tax withholding activity associated with equity compensation vesting.

How many FSTR shares were disposed of in Sara Fay Rolli’s tax-withholding transactions?

She disposed of 265 common shares in total, through two Form 4 transactions of 153 and 112 shares. Both were coded as tax-withholding dispositions at $31.63 per share, used to satisfy tax obligations on restricted stock vesting from long-term incentive awards.

At what price were the FSTR shares valued for Sara Fay Rolli’s tax-withholding dispositions?

The withheld FOSTER L B CO common shares were valued at $31.63 per share for each transaction. This valuation applied to the 153-share and 112-share tax-withholding dispositions used to cover tax liabilities tied to long-term incentive plan restricted stock vesting.

How many FSTR shares does Sara Fay Rolli own after these Form 4 transactions?

After the reported tax-withholding dispositions, she directly owns 7,332 common shares. This amount includes performance restricted stock units earned under the 2023–2025 and 2024–2026 Long Term Incentive Plans, which are scheduled to settle following their respective performance periods and compensation committee certification.

Are the FSTR Form 4 transactions by Sara Fay Rolli open-market sales or tax withholding?

The transactions are tax-withholding dispositions, not open-market sales. Shares were withheld to pay taxes due upon vesting of restricted stock from the company’s 2023–2025 and 2024–2026 Long Term Incentive Plans, as described in the Form 4 footnotes.

What long-term incentive plans relate to Sara Fay Rolli’s FSTR Form 4 share dispositions?

The dispositions relate to awards under the 2023–2025 and 2024–2026 Long Term Incentive Plans. Footnotes explain shares were withheld for taxes upon vesting of restricted stock, and performance restricted stock units from these plans will settle after the performance periods end, subject to committee certification.