THALMAN WILLIAM M 4/A
4/A · FOSTER L B CO · Filed Mar 9, 2026
Research Summary
AI-generated summary of this filing
Foster L. B. (FSTR) CFO William Thalman Receives Awards, Sells 11,746 Shares
What Happened
- William M. Thalman, EVP & CFO of Foster L. B. Co. (FSTR), was credited with multiple performance-based stock awards on 2026-02-19 (totaling 19,671 shares in the listed grants: 8,365; 3,651; 1,358; 6,297). On the same date 11,746 shares were disposed of to cover tax obligations at a price of $31.13 per share, generating proceeds of $365,594. The acquisitions are recorded at $0.00 because they were awards/grants (Form 4 code A); the disposal is recorded under code F (payment of tax liability).
Key Details
- Transaction date: 2026-02-19.
- Awards (code A): 8,365; 3,651; 1,358; and 6,297 shares granted at $0.00 (total listed = 19,671 shares).
- Tax withholding/disposal (code F): 11,746 shares disposed at $31.13 each, total $365,594.
- Shares owned after transaction: not specified in the excerpt here—see the full Form 4 for the insider’s reported beneficial ownership.
- Notable footnotes:
- These awards relate to Performance Share Units/Performance Restricted Stock Units (PRSUs) under the company’s 2023–2025, 2024–2026 and 2025–2027 LTIP cycles; some awards settled upon certification of results and some PRSUs will settle at later performance-period ends (see footnotes F1–F9).
- Footnote F10 confirms shares were withheld to pay taxes on vesting/settlement.
- Footnote F4: this is an amended Form 4 filed 2026-03-09 to correct the number of shares withheld for taxes; the Form 4 was originally filed earlier (see filing history for timing details).
Context
- The disposal here (code F) reflects shares withheld/sold to satisfy tax withholding on awarded/vested PRSUs—not an open-market sell motivated by investment views. Awards are performance-based; some PRSUs already settled (per footnotes) while others will settle at future performance-period ends and may be subject to future certification and withholding.
Insider Transaction Report
Form 4/AAmended
FOSTER L B COFSTR
THALMAN WILLIAM M
EVP & CFO
Transactions
- Award
Common Stock
[F1][F2][F3][F4]2026-02-19+8,365→ 80,372 total - Award
Common Stock
[F5][F3][F6]2026-02-19+3,651→ 84,023 total - Award
Common Stock
[F7][F3][F6][F8]2026-02-19+1,358→ 85,381 total - Award
Common Stock
[F9][F3][F6][F8]2026-02-19+6,297→ 91,678 total - Tax Payment
Common Stock
[F10][F6][F8]2026-02-19$31.13/sh−11,746$365,594→ 79,932 total
Footnotes (10)
- [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.
- [F10]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.
- [F2]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.
- [F3]Includes 26,884 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 26,884 Performance Restricted Stock Units settled at the end of the 2023-2025 performance period upon certification by the Compensation Committee on 2/19/2026.
- [F4]This amended Form 4 was filed to correct the number of shares beneficially owned to reflect the amendment made to the Form 4 originally filed on 2/18/26. The amendment to the Form 4 was filed on 3/09/2026 to correct the number of shares withheld to pay taxes applicable to the vesting of restricted stock related to the 2024-2026 LTIP awarded on 5/23/2024.
- [F5]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.
- [F6]Includes 6,036 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 6,036 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2026, upon certification of the Compensation Committee.
- [F7]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.
- [F8]Includes 1,358 Performance Restricted Stock Units earned under the 2025-2027 Long Term Incentive Plan granted on 5/22/2025; those 1,358 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2027, upon certification by the Compensation Committee.
- [F9]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.
Signature
/s/ William M. Thalman by Judith Balog, attorney-in-fact|2026-03-09