KASEL JOHN F 4
4 · FOSTER L B CO · Filed Feb 23, 2026
Research Summary
AI-generated summary of this filing
Foster (FSTR) CEO John Kasel Receives Awards; 36,746 Shares Withheld
What Happened
John F. Kasel, President, CEO and Director of Foster L. B. Co. (FSTR), received a series of equity awards on 2026-02-19 totaling 63,261 shares (awarded at $0.00 per share) from LTIP/RSU settlements. On the same date, 36,746 shares were withheld/disposed to cover tax liabilities at $31.13 per share, with a reported value of $1,143,719. These transactions are awards/settlements (code A) and tax-withholding dispositions (code F), not open-market sales.
Key Details
- Transaction date: 2026-02-19. Acquisitions: 63,261 shares at $0.00. Disposition: 36,746 shares at $31.13 ($1,143,719).
- Shares owned after transaction: Not reported in the provided filing excerpt.
- Awards include Performance Share Units (PSUs), Performance Restricted Stock Units (PRSUs), and time-based RSUs tied to LTIP grants (see footnotes). Several awards were settled upon Compensation Committee certification of 2023–2025 results; others are earned but will settle at future performance period ends (12/31/2026 or 12/31/2027).
- Footnotes of note: 2023–2025 PSUs certified at 47.2%; certain 2024–2026 awards certified at 39.5%; 2025–2027 awards certified at 11.2%; some PRSUs listed will not settle until the respective performance period ends. F9 notes shares were withheld specifically to pay taxes on the 2023–2025 LTIP settlement.
- Transaction types: A = Award/Grant (acquisition), F = Payment of tax liability / shares withheld (disposition). This appears to be routine tax withholding on vested/earned awards, not a discretionary open-market sale.
- Filing timeliness: No late filing flag provided in the supplied data.
Context
These were primarily performance- and time-based equity awards being settled. The withholding of shares to satisfy payroll/tax obligations is a common administrative action when RSUs/PSUs vest and does not reflect an open-market sale decision. Some of the awarded performance units are earned now (and settled), while others are earned but scheduled to settle at later performance-period end dates per the LTIP terms.
Insider Transaction Report
Form 4
FOSTER L B COFSTR
KASEL JOHN F
DirectorPresident & Chief Exec Officer
Transactions
- Award
Common Stock
[F1][F2][F3]2026-02-19+26,289→ 243,370 total - Award
Common Stock
[F4][F2][F5]2026-02-19+11,684→ 255,054 total - Award
Common Stock
[F6][F2][F5][F7]2026-02-19+4,754→ 259,808 total - Award
Common Stock
[F8][F2][F5][F7]2026-02-19+20,534→ 280,342 total - Tax Payment
Common Stock
[F9][F5][F7]2026-02-19$31.13/sh−36,746$1,143,719→ 243,596 total
Holdings
- 13,908(indirect: By 401(k))
Common Stock
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 84,491 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 84,491 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 7,632 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 7,632 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 19,316 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 19,316 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 4,754 Performance Restricted Stock Units earned under the 2025-2027 Long Term Incentive Plan granted on 5/22/2025; those 4,754 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/ John F. Kasel by Judith Balog, attorney-in-fact|2026-02-23