REILLY SEAN M 4

What Happened

• Sean M. Reilly, Controller of Foster L. B. Co. (FSTR), received 6,847 shares through awards/settlements of performance share units and restricted stock units on 2026-02-19 (four separate awards at $0.00). To cover tax withholding upon settlement, 4,308 shares were surrendered/withheld at $31.13 per share, representing $134,087 in value. Net shares retained from these events = 2,539 shares.

Key Details

• Transaction date: 2026-02-19; Form 4 filed: 2026-02-23 (filed within standard two business days).
• Grant/settlement (code A): 2,987 + 1,315 + 492 + 2,053 = 6,847 shares acquired at $0.00.
• Tax payment/withholding (code F): 4,308 shares disposed at $31.13 each = $134,087.
• Shares owned following the transactions: Not specified in the provided filing excerpts.
• Notable footnotes: awards consist of Performance Share Units (PSUs) and Performance Restricted Stock Units (PRSUs) from the 2023–2025, 2024–2026 and 2025–2027 LTIP cycles (certification levels cited for certain cycles: e.g., 47.2% for 2023–2025 PSUs; 39.5% and 11.2% for parts of other cycles). Some grants are time-based RSUs that vest ratably over three years. Footnote F9 confirms shares were withheld to pay taxes on the 2023–2025 LTIP settlement.
• Transaction codes: A = award/grant (acquisition); F = payment of exercise price or tax liability (withholding).

Context

• This filing reflects award settlements and routine tax-withholding, not an open-market sale or a purchase signal. Withheld/disposed shares were used to satisfy tax obligations on vested performance awards rather than to monetize shares through a market sale.