Brian H. Kelly - Apr 5, 2024 Form 4 Insider Report for FOSTER L B CO (FSTR)

Role: EVP HR & Administration
Signature: /s/ Brian H. Kelly by Judith Balog, attorney-in-fact
Stock symbol: FSTR
Transactions as of: Apr 5, 2024
Transactions value $: -$64,474
Form type: 4
Date filed: 4/9/2024, 02:32 PM
Previous filing: Feb 27, 2024
Next filing: May 24, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	FSTR	Common Stock	Options Exercise	$0	+1.67K	+2.38%	$0.00	71.6K	Apr 5, 2024	Direct	F1, F2, F3
transaction	FSTR	Common Stock	Tax liability	-$19.2K	-707	-0.99%	$27.17	70.9K	Apr 5, 2024	Direct	F2, F3
holding	FSTR	Common Stock						531	Apr 5, 2024	L.B. Foster Company 401(k) Plan Shares

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	FSTR	Performance Stock Units	Options Exercise	-$45.3K	-1.67K	-49.98%	$27.17	1.67K	Apr 5, 2024	Common Stock	1.67K		Direct	F4, F5
holding	FSTR	Performance Stock Units						3.33K	Apr 5, 2024	Common Stock	3.33K		Direct	F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	This amount represents fifty percent of the Performance-based stock unit award granted on 03/31/21 and earned on 04/05/24.
F2	Includes 5,327 Performance Restricted Stock Units earned under the 2022-2024 Long Term Incentive Plan granted on 02/17/2022; those 5,327 Performance Restricted Stock Units will settle at the end of the 2022-2024 performance period on December 31, 2024, upon certification by the Compensation Committee.
F3	Includes 8,522 Performance Restricted Stock Units earned under the 2023-2025 Long Term Incentive Plan granted on 2/14/2023; those 8,522 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2025, upon certification by the Compensation Committee.
F4	Performance-based stock unit award which expires on 02/28/26, 5 years after the grant date. Fifty percent of the award, or 1,666 shares, may be earned when the consecutive 30 day average closing stock price per share of the Company's common stock on the Nasdaq Stock Market is $25.00 per share or more and is generally subject to continued employment with the Company until the third anniversary of the grant date. The remaining 50% of the award, or 1,667 shares, may be earned when the consecutive 30 day average closing stock price per share of the Company's common stock on the Nasdaq Stock Market is $30.00 per share or more and is generally subject to continued employment with the Company until the third anniversary of the grant date. If either or both of these measures are achieved after the third anniversary of the grant date, the shares will be issued upon attainment of such stock price goals and if the grantee is employed by the Company on the date of attainment of such goals.
F5	This amount represents fifty percent of the Performance-based stock unit award granted on 03/31/21 and earned on 04/05/24. The remaining fifty percent of the same award may be earned until 02/28/26, the award's expiration date.