Rolli Sara Fay 4
4 · FOSTER L B CO · Filed Feb 23, 2026
Research Summary
AI-generated summary of this filing
Foster L B (FSTR) SVP Rolli Sara Fay Receives Awards; 1,499 Shares Withheld
What Happened
- Rolli Sara Fay, Senior Vice President, Operational Administration at Foster L B Co. (FSTR), was credited with multiple equity awards on 2026-02-19 totaling 3,932 shares (grants listed as 956, 584, 407 and 1,985 shares) at $0.00 per share (award/settlement). On the same date 1,499 shares were disposed (withheld) to cover tax liabilities at $31.13 per share, totaling $46,656.
- These transactions are awards/settlements of long-term incentive plan units (performance and restricted stock units), not open-market purchases or voluntary sales. The 1,499-share disposal is a tax-withholding event (routine) rather than a market sale for cash proceeds.
Key Details
- Transaction date: 2026-02-19; Filing date (Form 4): 2026-02-23 (filed within required timeframe).
- Awarded shares (acquired at $0.00): 956, 584, 407, and 1,985 = 3,932 shares total.
- Shares withheld (disposed) for taxes: 1,499 shares at $31.13 each = $46,656.
- Shares owned after transaction: not specified in the provided excerpt of the filing.
- Notable footnotes: these awards relate to Foster’s 2023–2025, 2024–2026, and 2025–2027 Long Term Incentive Plans. Key points: (a) certain 2023–2025 performance awards were certified at 47.2% and settled upon certification (resulting in shares), (b) some PRSUs settled at the end of the 2023–2025 period (3,072 shares referenced), and (c) several earned performance restricted units for later performance periods will settle at period end (Dec 31, 2026 or 2027) per the footnotes. Footnote F9 confirms shares were withheld specifically to pay taxes on the 2023–2025 LTIP awards.
- Transaction codes: A = Award/Grant; F = Payment of exercise price or tax liability (share withholding).
Context
- These were equity award events (grant/settlement) from company LTIPs. The acquisition entries at $0 mean shares were issued as compensation or settlement of performance-based units; the withholding was to cover tax obligations — a routine administrative step.
- Such awards reflect compensation and certified performance outcomes; they are not the same as an insider buying stock as a bullish signal or an open-market sale for cash.
Insider Transaction Report
Form 4
FOSTER L B COFSTR
Rolli Sara Fay
SVP, Operational Admin
Transactions
- Award
Common Stock
[F1][F2][F3]2026-02-19+956→ 8,288 total - Award
Common Stock
[F4][F2][F5]2026-02-19+584→ 8,872 total - Award
Common Stock
[F6][F2][F5][F7]2026-02-19+407→ 9,279 total - Award
Common Stock
[F8][F2][F5][F7]2026-02-19+1,985→ 11,264 total - Tax Payment
Common Stock
[F9][F5][F7]2026-02-19$31.13/sh−1,499$46,656→ 9,765 total
Footnotes (9)
- [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.
- [F2]Includes 3,072 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 3,072 Performance Restricted Stock Units settled at the end of the 2023-2025 performance period upon certification by the Compensation Committee on 2/19/2026.
- [F3]Includes 382 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 382 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2026, upon certification by the Compensation Committee.
- [F4]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.
- [F5]Includes 966 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 966 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2026, upon certification of the Compensation Committee.
- [F6]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.
- [F7]Includes 407 Performance Restricted Stock Units earned under the 2025-2027 Long Term Incentive Plan granted on 5/22/2025; those 407 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2027, upon certification by the Compensation Committee.
- [F8]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.
- [F9]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.
Signature
/s/Sara Fay Rolli by Judith Balog, attorney-in-fact|2026-02-23