KASEL JOHN F 4/A

What Happened
John F. Kasel, President & CEO and a director of Foster L B Co. (FSTR), had a total of 8,459 shares disposed via tax‑withholding related to the vesting of restricted/performance awards. On Feb 13, 2026, 3,076 shares were withheld at $31.63 each ($97,294); on Feb 14, 2026, 5,383 shares were withheld at $31.63 each ($170,264). These transactions are tax withholding (code F) — essentially sell‑to‑cover of shares to satisfy tax liabilities on vested awards.

Key Details

• Transaction dates & amounts:
  • 2026-02-13: 3,076 shares @ $31.63 = $97,294 (withheld to pay taxes)
  • 2026-02-14: 5,383 shares @ $31.63 = $170,264 (withheld to pay taxes)
  • Total: 8,459 shares ≈ $267,558
• Filing: Amended Form 4 filed 2026-02-20 to correct beneficial ownership numbers; footnote indicates a subsequent amendment to correct tax-withheld counts for a prior award.
• Notable footnotes:
  • Shares withheld to pay taxes on restricted stock from the 2024–2026 LTIP (awarded 5/23/24) and 2023–2025 LTIP (awarded 2/14/23).
  • Beneficial ownership figures include performance RSUs: 58,202 PRSUs (2023–2025 LTIP) and 7,632 PRSUs (2024–2026 LTIP) that will settle at the end of their performance periods upon Certification by the Compensation Committee.
• Shares owned after the transaction: see the amended Form 4 for the updated beneficial ownership totals (filing corrects prior reporting).

Context
These were routine tax-withholding dispositions (code F) tied to vesting of restricted and performance awards — not open‑market discretionary sales. Such sell‑to‑cover transactions are common and reflect tax obligations rather than a directional bet on the stock. The performance RSUs referenced will settle only after the applicable performance periods end and are subject to committee certification.