LIPPARD GREGORY W 4

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

AI-generated summary of this filing

Updated Feb 12, 2026

FOSTER L B (FSTR) SVP Gregory Lippard Exercises Awards, Sells Shares for Taxes

What Happened

Gregory W. Lippard, SVP – Rail at Foster L. B. Co. (FSTR), had 1,667 performance-based stock units convert to common shares on 2026-02-11. The converted shares had a market value of about $52,577 (1,667 × $31.54).
To cover tax withholding, 847 of the shares were surrendered/withheld (disposed) at $31.54 each for $26,714. This was a compensation/vesting event rather than an open-market purchase.

Key Details

Transaction date: 2026-02-11; reported on the Form 4 filed 2026-02-12 (timely).
Conversion/vesting: 1,667 shares reported as acquired by conversion of a derivative (code M); value shown = $52,577 (1,667 × $31.54).
Tax withholding: 847 shares disposed to cover taxes (code F) at $31.54 = $26,714.
Footnotes: F1/F4 indicate this represents 50% (1,667 shares) of a 3,333-share performance-based award granted 3/31/2021 and earned 2/11/2026 when the performance trigger was met. Other footnotes (F2/F3) reference additional performance RSUs granted in 2023 and 2024 that settle at later certification dates.
Shares owned after the transaction are not specified in this filing.

Context

This was a vesting/settlement of performance-based units (conversion of derivative awards), with shares withheld to satisfy tax obligations — a routine compensation event. The filing shows the conversion’s market value and the number of shares used for tax withholding; it does not necessarily indicate a discretionary sale by the insider.

Form 4

Period: 2026-02-11

SVP -Rail

Transactions

Exercise/Conversion
Common Stock
[F1][F2][F3]
2026-02-11+1,667→ 73,724 total
Tax Payment
Common Stock
[F2][F3]
2026-02-11$31.54/sh−847$26,714→ 72,877 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

Common Stock
(indirect: By 401(k))
1,531
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 13,227 Performance Restricted Stock Units earned under the 2023-2025 Long Term Incentive Plan granted on 2/14/2023; those 13,227 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 1,749 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 1,749 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2026, upon certification of 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/ Gregory W. Lippard by Judith Balog, attorney-in-fact|2026-02-12

1 file