[Form 4] CULP INC Insider Trading Activity

Rhea-AI Filing Summary

Sharon A. Decker, a reporting person for Culp, Inc. (CULP), received a grant of 9,197 restricted stock units (RSUs) that convert into common stock at no cash price contingent on continued service as a director through the earlier of the one-year anniversary of the grant or the next annual shareholders meeting occurring at least 50 weeks after the prior meeting. The transaction is reported with a transaction code M and a deemed acquisition price of $0. After the award, Ms. Decker beneficially owns 54,580 shares of Culp common stock on a direct basis. The filing documents the contingent right to receive 9,197 shares upon satisfaction of the vesting condition.

Insights

Corporate Governance Expert

TL;DR Grant of time-based RSUs aligns director incentives with shareholder continuity but vests only with continued board service.

The grant of 9,197 RSUs to a director-level reporting person appears structured as a retention mechanism tied to continued board membership until the earlier of a one-year anniversary or the next qualifying annual meeting. Such timing provisions are typical for non-employee directors and aim to align the director's interests with shareholders without immediate dilution since the RSUs have a $0 issuance price and are contingent on service. The reported direct beneficial ownership of 54,580 shares provides context on the director's current stake, but the filing does not disclose executive title details beyond an "Officer" checkbox, nor does it show accelerated vesting triggers or other compensatory terms.

Securities/Compliance Analyst

TL;DR Form 4 properly discloses a compensatory RSU grant with standard vesting condition; no cash transaction occurred.

The transaction is coded M, indicating a grant or award under a Rule 16b-3 exemption for compensatory arrangements, and the RSUs carry a $0 price, confirming these are service-conditioned equity awards rather than open-market purchases. The filing documents the post-transaction beneficial ownership level of 54,580 shares and identifies the instrument as restricted stock units delivering the same number of underlying shares. The form is signed by an attorney-in-fact, consistent with delegated filing authority. There is no indication of derivative holdings beyond the listed RSUs.

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

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

1. Name and Address of Reporting Person^*

DECKER SHARON A

(Last) (First) (Middle)

4100 COCA COLA PLAZA

(Street)

CHARLOTTE NC 28211

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2025

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	09/24/2025		M		9,197	A	$0	54,580	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
Restricted Stock Units(1)	$0	09/24/2025		M			9,197	(2)	(2)	Common Stock	9,197	$0	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 9,197 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 next annual meeting of shareholders which is at least 50 weeks after the immediately preceding year's annual meeting.

	/s/ Justin M. Grow, Attorney-In-Fact	09/25/2025
	** 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 did Sharon A. Decker receive according to the Form 4 for CULP?

The Form 4 reports a grant of 9,197 restricted stock units (RSUs) that are contingent rights to receive 9,197 shares of Culp, Inc. common stock.

What are the vesting conditions for the RSUs reported on CULP Form 4?

The RSUs vest if the reporting person remains a director through the earlier of (i) the one-year anniversary of the grant or (ii) the next annual shareholders meeting that is at least 50 weeks after the prior meeting.

How many Culp shares does the reporting person beneficially own after the transaction?

The filing reports 54,580 shares of Culp common stock beneficially owned following the reported transaction.

Was there any cash price paid for the RSUs?

No. The RSUs are reported with a $0 price, indicating they were granted without cash consideration.

What transaction code is used for this Form 4 entry and what does it indicate?

The transaction code is M, which denotes an award under a compensatory plan exempt from short-swing profit rules by Rule 16b-3.