Rolli Sara Fay 4

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.