KASEL JOHN F 4

4 · FOSTER L B CO · Filed Feb 12, 2026

AI-generated summary of this filing

Updated Feb 12, 2026

FSTR CEO John Kasel Exercises PSUs and Sells/Withholds Shares

What Happened

John F. Kasel, President, CEO and a director of Foster L. B. (FSTR), had 1,667 performance-based stock units convert to common shares on 2026-02-11 (acquired at $0 as compensation). To satisfy tax withholding and realize proceeds, 829 shares were surrendered/withheld at $31.54 each (value $26,147) and an additional 1,667 shares were disposed at $31.54 each (gross proceeds $52,577). Combined reported value of the dispositions is $78,724.
This transaction reflects vesting and partial disposition of compensation (not a cash purchase) — commonly a routine insider event tied to awards and tax withholding.

Key Details

Transaction date: 2026-02-11.
Prices and amounts: 1,667 shares acquired on conversion at $0; 829 shares withheld/disposed at $31.54 ($26,147); 1,667 shares disposed at $31.54 ($52,577).
Shares owned after transaction: Not specified in the filing.
Important footnotes:
- F1: The 1,667 shares represent 50% of a performance-based stock unit award granted 3/31/2021 and earned on 2/11/2026.
- F4: The original award was 3,333 shares granted 3/31/2021; 1,666 previously vested (4/05/2024). The remaining half vested when the performance condition was met.
- F2/F3 note other performance restricted stock units from later plans that remain subject to certification/settlement dates.
Filing timeliness: The filing does not indicate a late filing.

Context

Derivative/vesting explanation: The M code indicates exercise/conversion of a derivative (here, performance stock units converting into common shares). The F code indicates shares surrendered or withheld to satisfy tax obligations.
Cashless aspect: Part of the newly vested shares were surrendered/withheld for taxes and part were sold for cash — a common practice when awards vest and taxes are due. This is compensation realization rather than an outright insider buy signal.

Form 4

Period: 2026-02-11

DirectorPresident & Chief Exec Officer

Transactions

Exercise/Conversion
Common Stock
[F1][F2][F3]
2026-02-11+1,667→ 226,354 total
Tax Payment
Common Stock
[F2][F3]
2026-02-11$31.54/sh−829$26,147→ 225,525 total
Exercise/Conversion
Performance Stock Units
[F4][F1]
2026-02-11$31.54/sh−1,667$52,577→ 0 total
Exp: 2026-02-28→ Common Stock (1,667 underlying)

Holdings

Common Stock
(indirect: By 401(k))
13,908
Performance Stock Units
[F4]
Exp: 2026-02-28→ Common Stock (1,667 underlying)
1,667

Footnotes (4)

[F1]This amount represents 50 percent of the Performance-based stock unit award granted on 3/31/2021 and earned on 2/11/2026.
[F2]Includes 58,202 Performance Restricted Stock Units earned under the 2023-2025 Long Term Incentive Plan granted on 2/14/2023; those 58.202 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2025, upon certification by the Compensation Committee.
[F3]Includes 7,632 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 7,632 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2026, upon certification by the Compensation Committee.
[F4]Performance-based stock unit award of 3,333 shares was granted on 3/31/2021 and expires on 02/28/2026, 5 years after the grant date. Fifty percent of the award, or 1,666 shares, was earned on 4/05/2024. The remaining 50% of the award, or 1,667 shares, may be earned when the consecutive 30-day average closing stock price per share of the Company's common stock on the Nasdaq Stock Market is $30.00 per share or more and is generally subject to continued employment with the Company.

Signature

/s/ John F. Kasel by Judith Balog, attorney-in-fact|2026-02-12

1 file