Guinee Patrick J. 4

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

AI-generated summary of this filing

Updated Feb 12, 2026

Foster L. B. Co (FSTR) EVP Patrick Guinee Exercises PSUs, Sells Shares

What Happened

Patrick J. Guinee, EVP, General Counsel & Secretary of Foster L. B. Co. (FSTR), had performance-based restricted stock units convert into common shares on 2026-02-11. The filing shows 1,667 shares were acquired upon conversion (listed at $0.00 as they were earned PSUs).
To cover tax obligations and as part of the same transaction, 819 shares were withheld/sold at $31.54 each (total value $25,831), and an additional 1,667 shares were sold/disposed at $31.54 each for proceeds of $52,577. These sales indicate proceeds were realized immediately rather than a long-term hold.

Key Details

Transaction date: 2026-02-11; Form 4 filed 2026-02-12 (timely).
Acquired: 1,667 shares from conversion of performance-based stock units (reported at $0.00).
Sold/withheld: 819 shares withheld for taxes at $31.54 ($25,831) and 1,667 shares sold at $31.54 ($52,577).
Footnotes:
- F1/F4: These 1,667 shares represent 50% of a performance-based PSU award granted 3/31/2021 that was earned on 2/11/2026; the award was subject to a $30 30-day average price vesting condition and continued employment.
- F2/F3: Filing also references other outstanding performance RSUs (15,874 from 2023–2025 LTIP and 2,194 from 2024–2026 LTIP) that will settle at the end of their respective performance periods upon certification.
Shares owned after transaction: not specified in the excerpt provided.

Context

This was a conversion/settlement of performance-based restricted stock units (not an open-market buy). The transaction included withholding/sales to satisfy tax liabilities and an immediate sale of shares—effectively a cashless settlement/partial disposition.
Such filings document realized proceeds from vested awards and tax withholding; they report insider activity but do not by themselves indicate the insider’s long-term view.

Form 4

Period: 2026-02-11

EVP General Counsel & Sec.

Transactions

Exercise/Conversion
Common Stock
[F1][F2][F3]
2026-02-11+1,667→ 84,382 total
Tax Payment
Common Stock
[F2][F3]
2026-02-11$31.54/sh−819$25,831→ 83,563 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

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 15,874 Performance Restricted Stock Units earned under the 2023-2025 Long Term Incentive Plan granted on 2/14/2023; those 15,874 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 2,194 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 2,194 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2026, upon certification by 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/ Patrick J. Guinee by Judith Balog, attorney-in-fact|2026-02-12

1 file