THALMAN WILLIAM M 4/A

4/A · FOSTER L B CO · Filed Feb 20, 2026

AI-generated summary of this filing

Updated Feb 20, 2026

FSTR CFO William Thalman Exercises PSUs, Sells Shares

What Happened

William M. Thalman, EVP & CFO of Foster L. B. Co. (FSTR), had 1,667 performance-based stock units convert/settle on 2026-02-11 (acquired at $0.00 per share).
On the same date 817 shares were withheld to cover tax withholding (disposed at $31.54 each, totaling $25,768) and 1,667 shares were sold/disposed at $31.54 each for proceeds of $52,577. This reflects settlement of a 3/31/2021 PSU grant tied to a $30 30-day average price target.

Key Details

Transaction date: 2026-02-11. Prices reported: acquisition at $0.00; tax withholding/sales at $31.54/share.
Proceeds/withholding: sale proceeds $52,577; shares withheld for taxes valued at $25,768.
Shares owned after transaction: not specified in the provided filing excerpt.
Footnotes: F1–F5 note this is 50% of a 3,333-share PSU grant from 3/31/2021 that vested when the 30-day average reached $30; F4 states this Form 4 was amended to correct the number of shares withheld for taxes. F2–F3 reference additional performance RSUs from later grants included in the officer’s holdings.
Codes: M = exercise/conversion of derivative (PSU settlement); F = shares withheld to pay taxes.
Filing status: This is an amended Form 4 (correction to withholding), as disclosed in the filing.

Context

These entries reflect a PSU settlement (not an open-market buy). The conversion generated shares, some of which were withheld to satisfy tax obligations and some sold—common, routine actions when equity awards vest.
The underlying PSU was performance-based (granted 3/31/2021) and had a time/performance condition tied to a $30 average price; it expires 02/28/2026. The transactions do not by themselves indicate insider sentiment beyond routine vesting and tax-related sales.

Form 4/AAmended

Period: 2026-02-11

EVP & CFO

Transactions

Exercise/Conversion
Common Stock
[F1][F2][F3]
2026-02-11+1,667→ 75,567 total
Tax Payment
Common Stock
[F4][F2][F3]
2026-02-11$31.54/sh−817$25,768→ 74,750 total
Exercise/Conversion
Performance Stock Units
[F5][F1]
2026-02-11$31.54/sh−1,667$52,577→ 0 total
Exp: 2026-02-28→ Common Stock (1,667 underlying)

Holdings

Performance Stock Units
[F5]
Exp: 2026-02-28→ Common Stock (1,667 underlying)
1,667

Footnotes (5)

[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 18,519 Performance Restricted Stock Units earned under the 2023-2025 Long Term Incentive Plan granted on 2/14/2023; those 18,519 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 2,385 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 2,385 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2026, upon certification by the Compensation Committee.
[F4]This amended Form 4 was filed to correct the number of shares withheld to pay taxes applicable to 50 percent of the Performance-based stock unit award granted on 3/31/2021 and earned on 2/11/2026.
[F5]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/ William M. Thalman by Judith Balog, attorney-in-fact|2026-02-20

1 file