FOSTER L B CO·4

Feb 23, 4:12 PM ET

O'Neill Jamie F 4

4 · FOSTER L B CO · Filed Feb 23, 2026

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FOSTER L B (FSTR) SVP Jamie O'Neill Receives 4,987-Share Award

What Happened Jamie F. O'Neill, Senior Vice President, Human Resources at Foster L. B. Co. (FSTR), was awarded a total of 4,987 shares on 2026-02-19 through a combination of performance share units and restricted stock units (recorded as awards at $0.00). To satisfy tax withholding on the vesting/settlement, 1,507 shares were disposed/withheld at $31.13 per share, generating a value of $46,905. The transactions are recorded as Award/Grant (code A) and tax withholding/payment (code F).

Key Details

  • Transaction date: 2026-02-19; Form 4 filed 2026-02-23 (reporting period 2/19/2026). Filing timeliness not flagged in the filing.
  • Award amounts recorded: 1,434; 682; 475; and 2,396 shares (total 4,987) at $0.00 (awarded/settled or earned).
  • Tax withholding/disposition: 1,507 shares @ $31.13 = $46,905 (code F).
  • Shares owned after the reported transactions: not specified in the provided filing summary.
  • Notable footnotes: awards include settlement of 2023–2025 LTIP performance shares (4,608 shares settled upon certification on 2/19/2026) and various earned PRSUs/RSUs from 2024–2026 and 2025–2027 LTIP cycles that either settled immediately or will settle at the ends of their performance periods (12/31/2026 or 12/31/2027). Some awards vest ratably over three years. Footnote F9 confirms shares were withheld to pay taxes on the vested performance shares.

Context These transactions are routine equity compensation events: a mix of performance-based awards (PSUs/PRSUs) and RSUs granted or settled as part of the company’s long-term incentive plans. The withholding of 1,507 shares to cover taxes is a common cashless method and does not represent an open-market sale for trading purposes. Awards and withholdings are compensation-related and should not be read as a directional vote on the stock by the insider.

Insider Transaction Report

Form 4
Period: 2026-02-19
O'Neill Jamie F
SVP, Human Resources
Transactions
  • Award

    Common Stock

    [F1][F2][F3]
    2026-02-19+1,43414,462 total
  • Award

    Common Stock

    [F4][F2][F5]
    2026-02-19+68215,144 total
  • Award

    Common Stock

    [F6][F2][F5][F7]
    2026-02-19+47515,619 total
  • Award

    Common Stock

    [F8][F2][F5][F7]
    2026-02-19+2,39618,015 total
  • Tax Payment

    Common Stock

    [F9][F5][F7]
    2026-02-19$31.13/sh1,507$46,90516,508 total
Holdings
  • Common Stock

    (indirect: By 401(k))
    141
Footnotes (9)
  • [F1]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.
  • [F2]Includes 4,608 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 4,608 Performance Restricted Stock Units settled at the end of the 2023-2025 performance period upon certification by the Compensation Committee on 2/19/2026.
  • [F3]Includes 445 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 445 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2026, upon certification by the Compensation Committee.
  • [F4]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.
  • [F5]Includes 1,127 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 1,127 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2026, upon certification of the Compensation Committee.
  • [F6]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.
  • [F7]Includes 475 Performance Restricted Stock Units earned under the 2025-2027 Long Term Incentive Plan granted on 5/22/2025; those 475 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2027, upon certification by the Compensation Committee.
  • [F8]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.
  • [F9]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.
Signature
/s/Jamie F. O'Neill by Judith Balog, attorney-in-fact|2026-02-23

Documents

1 file
  • 4
    wk-form4_1771881122.xmlPrimary

    FORM 4