Guinee Patrick J. 4

What Happened

• Patrick J. Guinee, EVP, General Counsel & Secretary of Foster L. B. Co. received multiple equity awards (total 17,381 shares reported as awards) on 2026-02-19 (four award lines: 7,170; 3,359; 1,239; 5,613 shares at $0.00). On the same date 10,091 shares were disposed/withheld to cover tax liability at $31.13 per share, generating proceeds of $314,082. The awards are performance- and time-based equity (PSUs/PRSUs/RSUs); the share withholding was a routine tax payment, not an open-market investment decision.

Key Details

• Transaction date: 2026-02-19; Filing date: 2026-02-23 (timely).
• Awards recorded (acquisitions, code A): 7,170; 3,359; 1,239; 5,613 shares — all $0.00 acquisition price (awarded/settled).
• Disposal for tax withholding (code F): 10,091 shares @ $31.13 = $314,082.
• Shares owned after the transaction: not specified in the filing.
• Notable footnotes:
  • Awards include performance share units (PSUs) and performance restricted stock units (PRSUs) from multiple LTIP cycles (2023–2025, 2024–2026, 2025–2027) with various certification rates (e.g., 2023–2025 certified at 47.2%; portions certified at 39.5% and 11.2% for other plans/periods).
  • Some PRSUs are earned but will settle at the end of their performance periods (e.g., 12/31/2026 or 12/31/2027); some RSUs vest ratably over three years.
  • F9 indicates shares were withheld specifically to pay taxes on the 2023–2025 LTIP settlement.
• Transaction codes: A = Award/Grant; F = Payment of exercise price or tax liability (withholding).

Context

• These transactions reflect compensation vesting/settlement and routine tax withholding rather than a discretionary open-market sale. Awarded shares (A) are a common form of executive compensation tied to performance; withheld shares (F) are used to satisfy tax obligations upon vesting. Because several PRSUs will only settle at the end of their performance periods, future share counts may change as additional awards vest or settle.