Guinee Patrick J. 4/A
4/A · FOSTER L B CO · Filed Mar 9, 2026
Research Summary
AI-generated summary of this filing
Foster L B (FSTR) EVP Patrick Guinee Receives Award; Shares Withheld
What Happened
- Patrick J. Guinee, EVP, General Counsel & Secretary of Foster L. B. Co. (FSTR), received 17,381 shares on 2026-02-19 as the settlement of earned performance share/RSU awards (granted under multi-year LTIP plans). These awards were recorded at $0 cost to the insider (awards/grants).
- To cover tax withholding on the vesting/settlement, 10,091 shares were withheld (disposed) at an indicated price of $31.13 per share, for a tax withholding value of $314,082. This withholding is a company withholding of shares to satisfy taxes, not an open-market sale.
Key Details
- Transaction date: 2026-02-19 (award/settlement and tax withholding). Amended Form 4 filed 2026-03-09 to correct withholding/beneficial-ownership details.
- Awarded shares: 17,381 shares (4 award lines: 7,170; 3,359; 1,239; 5,613).
- Shares withheld for taxes: 10,091 shares at $31.13 = $314,082 (disposition code F).
- Price reported for awards: $0.00 (awarded/settled shares). Tax withholding used $31.13/share.
- Notable footnotes: awards resulted from performance-based LTIP payouts (e.g., 2023–2025 LTIP certified at 47.2% per footnote); shares were performance/RSU awards that settled upon certification. Footnote F4 indicates this is an amended Form 4 correcting the number of shares withheld to pay taxes.
- Shares owned after transaction: the amended filing corrected beneficial ownership figures; the updated aggregate beneficial ownership should be checked in the amended Form 4 filing itself.
- Timeliness: The Form 4 was amended and filed on 2026-03-09 for a 2026-02-19 transaction — the amendment indicates a correction and the filing was not filed same-day as the transaction.
Context
- These were performance-based restricted stock unit (PRSU/PSU) settlements rather than open-market purchases or option exercises. The withholding of shares to satisfy tax obligations is routine and does not represent a cash sale of shares by the insider to an outside buyer.
- For retail investors: awards signal compensation realization by an insider but do not necessarily indicate buying or selling sentiment. The key actionable item is that tax-withheld shares reduce the net shares received by the insider.
Insider Transaction Report
Form 4/AAmended
FOSTER L B COFSTR
Guinee Patrick J.
EVP General Counsel & Sec.
Transactions
- Award
Common Stock
[F1][F2][F3][F4]2026-02-19+7,170→ 88,298 total - Award
Common Stock
[F5][F3][F6]2026-02-19+3,359→ 91,657 total - Award
Common Stock
[F7][F3][F6][F8]2026-02-19+1,239→ 92,896 total - Award
Common Stock
[F9][F3][F6][F8]2026-02-19+5,613→ 98,509 total - Tax Payment
Common Stock
[F10][F6][F8]2026-02-19$31.13/sh−10,091$314,082→ 88,418 total
Footnotes (10)
- [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.
- [F10]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.
- [F2]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.
- [F3]Includes 23,044 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 23,044 Performance Restricted Stock Units settled at the end of the 2023-2025 performance period upon certification by the Compensation Committee on 2/19/2026.
- [F4]This amended Form 4 was filed to correct the number of shares beneficially owned to reflect the amendment made to the Form 4 originally filed on 2/18/2026. The amendment to the Form 4 was filed on 3/09/2026 to correct the number of shares withheld to pay taxes applicable to the vesting of restricted stock on 2/14/2026.
- [F5]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.
- [F6]Includes 5,553 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 5,553 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2026, upon certification of the Compensation Committee.
- [F7]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.
- [F8]Includes 1,239 Performance Restricted Stock Units earned under the 2025-2027 Long Term Incentive Plan granted on 5/22/2025; those 1,239 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2027, upon certification by the Compensation Committee.
- [F9]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.
Signature
/s/ Patrick J. Guinee by Judith Balog, attorney-in-fact|2026-03-09