[Form 3] CULP INC Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Culp, Inc. (CULP) director Lynn D. Heatherton reported an initial Form 3 disclosing a contingent grant of 13,064 restricted stock units (RSUs) that convert into common stock if the reporting person remains a director through the earlier of the one‑year anniversary of the grant or the next annual meeting that is at least 50 weeks after the 09/24/2025 annual meeting. The Form 3 was executed via attorney‑in‑fact on 10/06/2025.

Positive

• 13,064 restricted stock units granted to a director, aligning interests with shareholders
• Vesting is time‑based and tied to continued service, reducing immediate dilution risk

Negative

• None.

Insights

Corporate Governance Analyst

Director received time‑based RSUs totaling 13,064 shares.

The filing shows a typical director compensation mechanism: restricted stock units that vest contingent on continued board service through a defined milestone, creating alignment between the director and shareholders without immediate dilution until vesting.

Key dependencies include the reporting person remaining a director through the earlier of the one‑year anniversary or the specified annual meeting on or after 09/24/2025, and the number of shares issued is fixed at 13,064. Watch for the issuer’s next annual meeting timing to determine the vesting trigger within ~1 year.

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

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1. Name and Address of Reporting Person^*

Heatherton Lynn D

(Last) (First) (Middle)

CULP INNOVATION CENTER AT CONGDON YARDS

410 WEST ENGLISH ROAD - 5TH FLOOR

(Street)

HIGH POINT NC 27262

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/24/2025

3. Issuer Name and Ticker or Trading Symbol
CULP INC [ CULP ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units(1)	(2)	(2)	Common Stock	13,064	$0	D

Explanation of Responses:

1. Contingent right to receive issuance of Culp, Inc. common stock.

2. These restricted stock units represent the right to receive 13,064 shares of Culp, Inc. common stock based on the reporting person remaining a director as of the date that is the earlier of (i) the one-year anniversary of the date of the grant, or (ii) the Issuer's next annual meeting of shareholders that is at least 50 weeks after the Issuer's September 24, 2025, annual meeting of shareholders.

	/s/ Justin M. Grow, Attorney-In-Fact	10/06/2025
	** 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 5 (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 did the CULP Form 3 filed for Lynn D. Heatherton disclose?

The Form 3 discloses a contingent grant of 13,064 restricted stock units that convert to common stock if the reporting person remains a director through the earlier of the one‑year anniversary of the grant or the issuer's next annual meeting that is at least 50 weeks after 09/24/2025.

When is the vesting condition for the 13,064 RSUs for CULP director Heatherton?

Vesting occurs if the director remains in office until the earlier of the one‑year anniversary of the grant or the next annual shareholders' meeting that is at least 50 weeks after the 09/24/2025 annual meeting.

Does the Form 3 show immediate ownership of CULP common stock?

No. The filing reports restricted stock units, which are a contingent right to receive 13,064 shares of common stock upon satisfying the vesting condition.

Who signed the Form 3 for the reporting person and when?

The Form 3 was signed by attorney‑in‑fact Justin M. Grow on 10/06/2025.