Was the L.B. Foster (FSTR) Form 4 a tax-related transaction or an open-market sale?

The Form 4 shows a tax-related transaction, not an open-market sale. Footnotes state 905 shares were withheld to pay taxes on vesting restricted stock from the 2025–2027 long term incentive plan awarded on May 22, 2025.

L.B. Foster (FSTR) SVP has 905 shares withheld to cover tax on vesting

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

L.B. Foster Company senior vice president Gregory W. Lippard reported updates to his common stock holdings. On May 22, 2026, 905 shares were withheld at $38.11 per share to pay taxes on the vesting of restricted stock from the 2025–2027 long term incentive plan.

After this tax-withholding disposition, he directly holds 75,031 common shares and indirectly holds 1,531 shares through the L.B. Foster Company 401(k) Plan. His reported position also includes 1,002 performance restricted stock units from the 2025–2027 plan and 4,427 performance restricted stock units from the 2024–2026 plan, which will settle after their respective performance periods end and are certified by the Compensation Committee.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider LIPPARD GREGORY W

Role SVP -Rail

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	905	$38.11	$34K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 75,031 shares (Direct, null); Common Stock — 1,531 shares (Indirect, L.B. Foster Company 401(k) Plan Shares)

Footnotes (1)

Shares withheld to pay taxes applicable to the vesting of restricted stock related to the 2025-2027 LTIP awarded on 5/22/25. Includes 1,002 Performance Restricted Stock Units earned under the 2025-2027 Long Term Incentive Plan granted on 5/22/2025; those 1,002 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2027, upon certification by the Compensation Committee. Includes 4,427 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 4,427 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2026, upon certification of the Compensation Committee.

Key Figures

Tax-withheld shares: 905 shares Tax-withholding price: $38.11 per share Direct holdings after transaction: 75,031 shares +3 more

6 metrics

Tax-withheld shares 905 shares Withheld to pay taxes on vesting restricted stock on May 22, 2026

Tax-withholding price $38.11 per share Value used for 905 shares withheld for tax

Direct holdings after transaction 75,031 shares Common stock directly held by Gregory W. Lippard after May 22, 2026

Indirect 401(k) holdings 1,531 shares Common stock held via L.B. Foster Company 401(k) Plan

2025–2027 PRSUs 1,002 units Performance restricted stock units under 2025–2027 LTIP, settle Dec 31, 2027

2024–2026 PRSUs 4,427 units Performance restricted stock units under 2024–2026 LTIP, settle Dec 31, 2026

Key Terms

tax-withholding disposition, Performance Restricted Stock Units, Long Term Incentive Plan, 401(k) Plan Shares

4 terms

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Performance Restricted Stock Units financial

"Includes 1,002 Performance Restricted Stock Units earned under the 2025-2027 Long Term Incentive Plan"

Performance restricted stock units (PRSUs) are promises to deliver company shares to employees or executives only if the business meets specific performance targets and any time-based holding rules. Think of them as a bonus that converts into stock only after set goals are reached, so investors watch PRSUs for two reasons: they can dilute existing shares if paid out, and they signal how closely management’s pay is tied to company performance.

Long Term Incentive Plan financial

"2025-2027 Long Term Incentive Plan granted on 5/22/2025"

A long term incentive plan is a company program that awards executives and key employees bonuses—often in stock, options, or cash—only if the business meets multi-year performance goals. It links management pay to company results—like tying a coach’s bonus to a team’s multi-season record—so investors monitor it for how leaders are motivated, potential share dilution, and signals about the company’s long-term priorities.

401(k) Plan Shares financial

"L.B. Foster Company 401(k) Plan Shares"

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Form 4 Insider Transactions: What Each Field Means →

05/27/2026 - 03:23 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

LIPPARD GREGORY W

(Last)

(First)

(Middle)

L.B. FOSTER COMPANY

415 HOLIDAY DRIVE, SUITE 100

(Street)

PITTSBURGH

PENNSYLVANIA

15220

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
FOSTER L B CO [ FSTR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP -Rail

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/22/2026		F		905⁽¹⁾	D	$38.11	75,031⁽²⁾⁽³⁾	D
Common Stock								1,531	I	L.B. Foster Company 401(k) Plan Shares

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Shares withheld to pay taxes applicable to the vesting of restricted stock related to the 2025-2027 LTIP awarded on 5/22/25.

2. Includes 1,002 Performance Restricted Stock Units earned under the 2025-2027 Long Term Incentive Plan granted on 5/22/2025; those 1,002 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2027, upon certification by the Compensation Committee.

3. Includes 4,427 Performance Restricted Stock Units earned under the 2024-2026 Long Term Incentive Plan granted on 5/23/2024; those 4,427 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2026, upon certification of the Compensation Committee.

Remarks:

	Gregory W. Lippard by Maribel Castro, attorney-in-fact	05/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did L.B. Foster (FSTR) report for Gregory W. Lippard?

Gregory W. Lippard reported 905 common shares withheld as a tax-withholding disposition at $38.11 per share. The shares were used to pay taxes on vesting restricted stock from the 2025–2027 long term incentive plan, not an open-market sale.

How many L.B. Foster (FSTR) shares does Gregory W. Lippard hold after this Form 4?

Following the reported transactions, Gregory W. Lippard directly holds 75,031 L.B. Foster common shares. He also indirectly holds 1,531 shares through the L.B. Foster Company 401(k) Plan, reflecting both direct and retirement-plan ownership reported in this filing.

What performance restricted stock units are reported for L.B. Foster (FSTR) executive Gregory W. Lippard?

The filing notes 1,002 performance restricted stock units from the 2025–2027 plan and 4,427 units from the 2024–2026 plan. These units will settle after performance periods ending December 31, 2027 and December 31, 2026, subject to Compensation Committee certification.

How are L.B. Foster (FSTR) 401(k) holdings reported for Gregory W. Lippard?

The Form 4 lists 1,531 common shares held indirectly through the L.B. Foster Company 401(k) Plan. These are reported as indirect ownership, separate from his 75,031 directly held shares, clarifying his retirement-plan stake in the company.