THALMAN WILLIAM M 4

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

AI-generated summary of this filing

Updated Feb 12, 2026

Foster (FSTR) CFO William Thalman Exercises Units, Sells Shares

What Happened

William M. Thalman, EVP & CFO of Foster L. B. Co. (FSTR), had 1,667 performance-based stock units convert into common shares on 2026-02-11 (reported 2026-02-12). The filing shows an acquisition of 1,667 shares at $0 (vesting/conversion). The filing also reports dispositions: 1,667 shares disposed at $31.54 for $52,577 (reported as a derivative transaction) and 829 shares disposed at $31.54 for $26,147 to cover tax withholding.
This appears to be a vesting/conversion of performance-based units with immediate share disposition/withholding rather than an open-market purchase (so not a straightforward bullish purchase).

Key Details

Transaction date: February 11, 2026; Form 4 filed February 12, 2026 (timely filing).
Reported amounts/prices: 1,667 shares acquired at $0.00; 1,667 shares disposed at $31.54 (total $52,577); 829 shares withheld/disposed at $31.54 (total $26,147).
Shares owned after transaction: Not specified in the provided filing excerpt.
Footnotes of note:
- F1/F4: The 1,667 shares represent 50% of a performance-based stock unit award granted 03/31/2021 that was earned on 02/11/2026; the award vests subject to a prior $30 30-day average price condition and continued employment.
- F2/F3: Filing also references other performance restricted stock units (PRSU) from 2023–2025 and 2024–2026 plans that will settle upon committee certification at the end of their performance periods.
Transaction codes explained: M = option/derivative exercise or conversion (vesting of performance units); F = shares withheld to satisfy tax withholding.

Context

For retail investors: this is not an open-market purchase signal. It reflects vesting/conversion of performance-based units and partial share disposition/withholding to satisfy taxes (common “sell-to-cover” behavior).
The filing is factual and timely; it documents compensation-related issuance and withholding rather than a personal investment decision.

Form 4

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
[F2][F3]
2026-02-11$31.54/sh−829$26,147→ 74,738 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

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 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]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|2026-02-12

1 file