THALMAN WILLIAM M 4

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).