FOSTER L B CO·4

Feb 23, 4:05 PM ET

LIPPARD GREGORY W 4

4 · FOSTER L B CO · Filed Feb 23, 2026

Research Summary

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Foster L. B. (FSTR) SVP Gregory W. Lippard Receives Awards, Sells Shares for Taxes

What Happened

  • Gregory W. Lippard, Senior Vice President – Rail at Foster L. B. Co. (FSTR), received awards that resulted in the acquisition of 13,899 shares (grants/settlements) and had 8,735 shares disposed to satisfy tax obligations.
  • The tax-related disposition was recorded as 8,735 shares sold/withheld at $31.13 per share, generating proceeds of approximately $271,877. The awards were reported as acquisitions at $0.00 per share (typical for vested/performance-settled equity).

Key Details

  • Transaction date(s): February 19, 2026; Form 4 filed February 23, 2026.
  • Acquisitions (code A): 5,975; 2,678; 1,002; and 4,244 shares (total 13,899) reported as acquired/awarded at $0.00.
  • Disposition (code F — tax withholding/payment): 8,735 shares disposed at $31.13 each for $271,877.
  • Shares owned after transaction: Not specified in the provided summary of the filing.
  • Notable footnotes: Awards reflect settlement/earnings of LTIP performance share units and performance restricted stock units from multiple cycles (2023–2025, 2024–2026, 2025–2027). Certification percentages noted in the filing include 47.2% (2023–2025 annual results), 39.5% (2024–2026 annual results), and 11.2% (2025–2027 annual results) where applicable. Footnote F9 confirms shares were withheld to pay taxes on vested performance shares.
  • Filing timeliness: Form filed on Feb 23, 2026 reporting transactions dated Feb 19, 2026; no late-filing indicator was provided in the supplied data.

Context

  • These transactions are compensation-related awards (performance shares/RSUs) settling under the company’s long-term incentive plans and are routine for executives when performance periods are certified. The disposal labeled F represents shares withheld/sold to cover tax liabilities on the awards — a common administrative/settlement action rather than an independent market-sale decision.
  • For retail investors: award receipts signal routine compensation/lti settlement; the tax-withholding sale reduces net new shares delivered to the insider and does not necessarily indicate a personal decision to liquidate beyond tax obligations.

Insider Transaction Report

Form 4
Period: 2026-02-19
Transactions
  • Award

    Common Stock

    [F1][F2][F3]
    2026-02-19+5,97576,807 total
  • Award

    Common Stock

    [F4][F2][F5]
    2026-02-19+2,67879,485 total
  • Award

    Common Stock

    [F6][F2][F5][F7]
    2026-02-19+1,00280,487 total
  • Award

    Common Stock

    [F8][F2][F5][F7]
    2026-02-19+4,24484,731 total
  • Tax Payment

    Common Stock

    [F9][F5][F7]
    2026-02-19$31.13/sh8,735$271,87775,996 total
Holdings
  • Common Stock

    (indirect: By 401(k))
    1,531
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 19,202 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 19,202 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 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 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 4,427 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 4,427 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 1,002 Performance Restricted Stock Units earned under the 2025-2027 Long Term Incentive Plan granted on 5/22/2025; those 1,002 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/ Gregory W. Lippard by Judith Balog, attorney-in-fact|2026-02-23

Documents

1 file
  • 4
    wk-form4_1771880721.xmlPrimary

    FORM 4