IIIN: VP Elizabeth C. Southern receives options and RSUs

Rhea-AI Filing Summary

Elizabeth C. Southern, Vice President, Secretary and Chief Legal Officer of Insteel Industries, received equity awards on 08/11/2025 consisting of 2,847 stock options at a $35.97 exercise price and 1,043 restricted stock units (RSUs). The options become exercisable beginning 08/11/2026 and expire 08/11/2035. The RSUs convert one‑for‑one into common stock and will vest on 08/11/2028. The options vest in three equal annual installments starting one year from the grant.

The Form 4 shows these awards are held directly by Ms. Southern following the reported transactions. These grants create multi‑year retention and align a senior officer’s compensation with Insteel’s share performance through time‑based vesting and an exercise price component.

Positive

• 2,847 stock options granted at a $35.97 exercise price, exercisable beginning 08/11/2026 and expiring 08/11/2035
• 1,043 RSUs granted that convert one‑for‑one into common stock and vest on 08/11/2028
• Options vest 1/3 annually beginning one year from grant, supporting retention
• Awards are held directly by the reporting person, providing clear insider ownership disclosure

Negative

• None.

Insights

Compensation Analyst

TL;DR Standard multi‑year equity awards tie the CLO’s pay to stock performance and retention without immediate cash impact.

The filing documents a routine equity grant package: 2,847 options at a $35.97 strike with a ten‑year term and staggered vesting, plus 1,043 RSUs that vest in 2028 and convert 1:1 to common shares. The options’ 1/3 annual vesting schedule beginning one year after grant is typical for executive incentive design and promotes retention. From a compensation perspective the awards are non‑cash, performance‑aligned instruments; they are unlikely to materially affect liquidity or cash flow but will have potential dilution if exercised or settled.

Corporate Governance Expert

TL;DR Filing reflects standard governance practice: disclosure of officer awards with clear vesting and direct ownership.

The Form 4 discloses that Ms. Southern holds the awards directly, with explicit vesting and conversion terms: options exercisable from 08/11/2026 and expiring 08/11/2035, and RSUs vesting on 08/11/2028. The concise disclosure meets Section 16 requirements and provides investors transparent timing and magnitude of insider holdings. The structure (time‑based vesting, one‑for‑one RSU conversion) aligns with common governance practices to link executive tenure and company performance to ownership.

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^*

Southern Elizabeth Carroll

(Last) (First) (Middle)

1373 BOGGS DRIVE

(Street)

MOUNT AIRY NC 27030

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
INSTEEL INDUSTRIES INC [ IIIN ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP, Secretary and CLO

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2025

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

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
Option (right to buy)	$35.97	08/11/2025		A		2,847		08/11/2026(1)	08/11/2035	Common Stock	2,847	$0	2,847	D
Restricted Stock Units	(2)	08/11/2025		A		1,043		(3)	(3)	Common Stock	1,043	$0	1,043	D

Explanation of Responses:

1. Options vest 1/3 annually beginning one year from grant date.

2. Restricted Stock Units convert into common stock on a one-for-one basis.

3. The Restricted Stock Units will vest on August 11, 2028.

	/s/ Elizabeth C. Southern	08/13/2025
	** 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 Elizabeth C. Southern report on the IIIN Form 4?

She reported acquiring 2,847 stock options and 1,043 restricted stock units (RSUs) on 08/11/2025.

What are the exercise and term details of the options reported for IIIN?

The options have a $35.97 exercise price, become exercisable starting 08/11/2026, and expire on 08/11/2035.

When do the RSUs reported on the IIIN Form 4 vest and convert?

The 1,043 RSUs vest on 08/11/2028 and convert one‑for‑one into common stock upon vesting.

How do the reported awards vest for Elizabeth C. Southern?

The options vest in three equal annual installments beginning one year after the grant; the RSUs vest on a single date (08/11/2028), per the filing.

How is Elizabeth C. Southern’s ownership form described in the filing?

The Form 4 indicates the reported securities are held directly (D) by Ms. Southern following the transactions.

What is Elizabeth C. Southern’s role at Insteel (IIIN)?

She is reported as Vice President, Secretary and Chief Legal Officer of Insteel Industries.