Ness Robert 4/A

What Happened

• Robert Ness, Senior Vice President — Precast Concrete Products at Foster L. B. Co. (FSTR), had shares withheld to pay taxes related to vesting of restricted stock/PRSU awards. Two withholding transactions occurred: 548 shares on 2026-02-13 at $31.63 ($17,333) and 850 shares on 2026-02-14 at $31.63 ($26,886), totaling 1,398 shares and roughly $44,219. These are tax-withholding dispositions (Form 4 code F), not open-market sale decisions.

Key Details

• Transaction dates & prices:
  • 2026-02-13: 548 shares withheld @ $31.63 = $17,333
  • 2026-02-14: 850 shares withheld @ $31.63 = $26,886
• Transaction type: Code F — shares withheld to satisfy tax withholding on vested restricted stock/PRSUs.
• Filing: This is an AMENDED Form 4 (filed 2026-03-09) to correct the number of shares withheld for taxes related to the 2023–2025 and 2024–2026 LTIP awards (see footnotes F1 and F4).
• Shares owned after transaction: not specified in the excerpt provided.
• Relevant footnotes:
  • F1 & F4: Amendment corrects number of shares withheld for tax on LTIP vestings.
  • F2: Includes 1,272 Performance RSUs earned under the 2024–2026 LTIP (will settle after certification on 12/31/2026).
  • F3: Includes 7,937 Performance RSUs earned under the 2023–2025 LTIP (will settle after certification on 12/31/2025).

Context

• Withholding shares to cover taxes is a routine administrative step when restricted stock or PRSUs vest; it is not the same as a discretionary open-market sale and should not be interpreted alone as a signal of insider sentiment.
• The withheld shares relate to performance-based restricted units that will formally settle only after the respective performance periods end and the Compensation Committee certifies results.