[Form 4] Arts-Way Manufacturing Co Inc Insider Trading Activity

Rhea-AI Filing Summary

Michael W. Woods, identified as an officer and director of Arts-Way Manufacturing Co., reported two open-market sales of common stock: 4,074 shares sold at $3.769 on 08/06/2025 and 5,525 shares sold at $4.0501 on 08/07/2025. After the first reported sale his beneficial ownership was reported as 32,524 shares, and following the second sale it was 26,999 shares.

The filing also explains the composition of those holdings: portions are fully vested shares and portions are restricted stock subject to staged forfeiture-lapse schedules, with multiple tranches vesting on dates described in the form. No derivative securities were reported on this form.

Positive

• Timely and complete disclosure of insider transactions on Form 4
• Clear breakdown of beneficial ownership showing fully vested and restricted shares with vesting schedules

Negative

• Material insider sales: 4,074 shares at $3.769 and 5,525 shares at $4.0501, totaling 9,599 shares
• Reduction in beneficial ownership to 26,999 shares following the reported transactions
• No indication in the form that the trades were executed under a 10b5-1 plan (not checked or disclosed)

Insights

Financial Analyst

TL;DR: CFO sold 9,599 shares over two days; disclosure is clear and shows reduced beneficial ownership to 26,999 shares.

The Form 4 reports two explicit open-market dispositions totaling 9,599 shares at prices of $3.769 and $4.0501. The filing lists resulting beneficial ownership figures after each transaction and provides a breakdown between fully vested and restricted shares, which helps assess near-term liquidity of the insider's stake. No options or other derivatives are reported. For investors, the key facts are the sale sizes, execution prices, and the remaining restricted shares subject to future vesting.

Corporate Governance Expert

TL;DR: Senior officer's multi-day share sales reduce ownership and may prompt governance or signaling questions despite disclosed vesting details.

The filing documents material insider selling by a named officer and director, with a clear schedule of restricted shares that remain subject to forfeiture lapses on specified future dates. While the form discloses the transactions and the vesting schedule, such sales by a senior executive can be a negative governance signal for some stakeholders. The absence of any reported derivative transactions or an explicit indication that sales were under a 10b5-1 plan is a notable detail for governance review.

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^*

Woods Michael William

(Last) (First) (Middle)

5556 HIGHWAY 9

(Street)

ARMSTRONG IA 50514

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ARTS WAY MANUFACTURING CO INC [ ARTW ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/06/2025

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/06/2025		S		4,074	D	$3.769	32,524(1)	D
Common Stock	08/07/2025		S		5,525	D	$4.0501	26,999(2)	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Includes (i) 13,525 shares of fully vested stock; (ii) 2,333 shares of restricted stock for which risks of forfeiture lapse on 1/26/2026; (iii) 6,666 shares of restricted stock for which risks of forfeiture lapse as to 3,333 shares on each of 2/7/2026 and 2/7/2027; and (iv) 10,000 shares of restricted stock for which risks of forfeiture lapse as to 3,334 shares on 1/24/2026 and as to 3,333 shares on each of 1/24/2027 and 1/24/2028

2. Includes (i) 8,000 shares of fully vested stock; (ii) 2,333 shares of restricted stock for which risks of forfeiture lapse on 1/26/2026; (iii) 6,666 shares of restricted stock for which risks of forfeiture lapse as to 3,333 shares on each of 2/7/2026 and 2/7/2027; and (iv) 10,000 shares of restricted stock for which risks of forfeiture lapse as to 3,334 shares on 1/24/2026 and as to 3,333 shares on each of 1/24/2027 and 1/24/2028

	/s/ Michael W. Woods	08/08/2025
	** 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.

FAQ

What transactions did Michael W. Woods report on Form 4 for ARTW?

The filing reports two open-market sales: 4,074 shares sold at $3.769 and 5,525 shares sold at $4.0501.

How many ARTW shares does Michael W. Woods own after the reported sales?

Following the second reported sale his beneficial ownership is reported as 26,999 shares.

Does the Form 4 show any derivative securities or option exercises by Woods?

No. Table II lists no derivative securities; only non-derivative common stock transactions are reported.

Are any of Woods' shares restricted or subject to vesting?

Yes. The explanatory note lists restricted stock tranches included in the beneficial ownership counts, with portions vesting on specified future dates.

Was the sale reported as executed under a 10b5-1 trading plan?

The form does not indicate that the transactions were made pursuant to a 10b5-1 plan.