THALMAN WILLIAM M 4
4 · FOSTER L B CO · Filed Feb 23, 2026
Research Summary
AI-generated summary of this filing
Foster L B (FSTR) CFO William Thalman Receives Awards; 11,746 Shares Withheld
What Happened
- William M. Thalman, EVP & CFO of Foster L B Co. (FSTR), received a total of 19,671 shares on Feb 19, 2026 from LTIP awards/settlements (recorded as acquisitions at $0.00). On the same date, 11,746 shares were withheld/disposed to cover tax liabilities at $31.13 per share, generating $365,594 in proceeds. Net to Thalman after withholding: 7,925 shares retained.
Key Details
- Transaction date: 2026-02-19; Form 4 filed: 2026-02-23 (file appears late vs. the usual 2-business-day deadline).
- Awarded shares (acquired at $0.00): 8,365; 3,651; 1,358; 6,297 (total 19,671).
- Withheld/disposed (tax payment): 11,746 shares at $31.13 each = $365,594 (transaction code F).
- Shares owned after the transaction: not specified in the supplied filing excerpt.
- Notable footnotes: awards represent settlement/vesting of performance share units and restricted stock units under Foster’s 2023–2025, 2024–2026 and 2025–2027 LTIP grants; performance certification rates cited in the filing include 47.2% (2023–2025 PSUs), 39.5% (part of 2024–2026 PRSUs) and 11.2% (2025–2027 PRSUs). Footnote F9 confirms shares were withheld to pay taxes on vesting of 2023–2025 awards.
Context
- These transactions are awards/settlements of long‑term incentive plan (LTIP) units and a routine withholding to cover taxes. The acquisitions are non-cash awards (A = award/grant) and the withheld shares (F = payment of tax liability) are a standard administrative action, not an open‑market sale by the insider. Filing timing indicates a delayed Form 4 submission (filed 4 days after the transaction date).
Insider Transaction Report
Form 4
FOSTER L B COFSTR
THALMAN WILLIAM M
EVP & CFO
Transactions
- Award
Common Stock
[F1][F2][F3]2026-02-19+8,365→ 80,387 total - Award
Common Stock
[F4][F2][F5]2026-02-19+3,651→ 84,038 total - Award
Common Stock
[F6][F2][F5][F7]2026-02-19+1,358→ 85,396 total - Award
Common Stock
[F8][F2][F5][F7]2026-02-19+6,297→ 91,693 total - Tax Payment
Common Stock
[F9][F5][F7]2026-02-19$31.13/sh−11,746$365,594→ 79,947 total
Footnotes (9)
- [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.
- [F2]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.
- [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]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.
- [F5]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.
- [F6]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.
- [F7]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.
- [F8]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.
- [F9]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.
Signature
/s/ William M. Thalman by Judith Balog, attorney-in-fact|2026-02-23