LIPPARD GREGORY W 4

What Happened
Gregory W. Lippard, Senior Vice President – Rail at Foster L B Co (FSTR), had shares withheld to cover taxes on vested restricted stock. On 2026-02-13, 765 shares were withheld at $31.63/share for $24,197, and on 2026-02-14, 1,280 shares were withheld at $31.63/share for $40,486 — a total of 2,045 shares and roughly $64,683. These transactions are reported as tax-withholding dispositions (code F), not an open-market purchase or voluntary sale.

Key Details

• Transaction dates & prices: 2026-02-13 — 765 shares @ $31.63 (proceeds $24,197); 2026-02-14 — 1,280 shares @ $31.63 (proceeds $40,486).
• Transaction code: F (shares withheld to pay taxes on vesting of restricted stock).
• Shares owned after the transactions: Not specified in the filing.
• Filing: Form 4 filed 2026-02-18 reporting transactions dated 2026-02-13 and 2026-02-14.
• Footnotes of note:
  • F1/F4: These withholdings were to pay taxes on restricted stock vesting tied to LTIP awards (2024–2026 award dated 5/23/24 and 2023–2025 award dated 2/14/23).
  • F2: Includes 13,227 Performance RSUs earned under the 2023–2025 LTIP (granted 2/14/2023) that will settle at the end of the performance period (12/31/2025) upon Compensation Committee certification.
  • F3: Includes 1,749 Performance RSUs earned under the 2024–2026 LTIP (granted 5/23/2024) that will settle at the end of the performance period (12/31/2026) upon certification.

Context
Code F indicates the insider did not make an open-market sale for cash gain but had shares withheld to satisfy tax obligations when restricted stock/PRSUs vested or were settled. Such withholdings are routine administrative actions tied to compensation events and do not, by themselves, signal a change in the insider’s view of the company.