Guinee Patrick J. 4/A

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.