IIIN Form 4: Richard Wagner granted 5,220 options, 1,911 RSUs

Rhea-AI Filing Summary

Insteel Industries reported equity awards to Richard Wagner, the companys Senior Vice President and COO. On 08/11/2025 he acquired 5,220 stock options with an exercise price of $35.97, and 1,911 restricted stock units (RSUs).

The options are exercisable beginning 08/11/2026 and expire on 08/11/2035, with vesting of one-third annually starting one year from grant. The RSUs convert one-for-one into common stock and vest on 08/11/2028. Following these transactions he beneficially owns 5,220 options and 1,911 RSUs, held directly.

Positive

• Clear disclosure of equity awards (5,220 options and 1,911 RSUs) to the Senior VP & COO
• Defined vesting schedule for options (one-third annually starting one year from grant) and a stated RSU vesting date (08/11/2028)
• Full grant mechanics provided: option exercise price ($35.97), exercisability date (08/11/2026), and option expiration (08/11/2035)

Negative

• Potential dilution from issuance of up to 5,220 shares on option exercise and 1,911 shares on RSU conversion
• Extended vesting (RSUs vest in three years) delays realization of shareholder alignment and liquidity for the executive

Insights

Compensation Analyst

TL;DR: Executive received time‑based equity awards that align compensation over multi‑year vesting windows.

The filing documents a typical incentive award: 5,220 options at a $35.97 strike and 1,911 RSUs. The options vest one‑third annually beginning one year after grant, which phases compensation over multiple years and links pay to future share performance. The RSUs convert one‑for‑one and vest on 08/11/2028, providing a retention element. This is a routine, non‑transactional insider grant disclosed under Section 16.

Corporate Governance Expert

TL;DR: Form 4 discloses standard equity compensation; material details are award size, exercise price, and vesting/expiration dates.

The report explicitly lists the award sizes, the $35.97 exercise price for options, exercisability on 08/11/2026, and option expiration on 08/11/2035. The RSUs one‑for‑one conversion and 08/11/2028 vest date are stated. These facts allow investors to assess dilution timing and the executives future incentive alignment without additional company context. No other material governance events are disclosed.

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
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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).

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^*

Wagner Richard

(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)
	Senior Vice President and COO

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		5,220		08/11/2026(1)	08/11/2035	Common Stock	5,220	$0	5,220	D
Restricted Stock Units	(2)	08/11/2025		A		1,911		(3)	(3)	Common Stock	1,911	$0	1,911	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, Attorney-in-Fact	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 equity awards were reported for Insteel Industries (IIIN)?

The Form 4 reports 5,220 stock options and 1,911 restricted stock units (RSUs) granted to Richard Wagner.

What is the exercise price and term of the options reported for IIIN?

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

When do the RSUs for IIIN vest and how do they convert?

The RSUs convert on a one‑for‑one basis into common stock and vest on 08/11/2028.

Who is the reporting person on this Form 4 for IIIN?

The reporting person is Richard Wagner, Senior Vice President and COO of Insteel Industries.

How many shares will the reporting person beneficially own following the transactions?

Following the reported transactions he beneficially owns 5,220 options and 1,911 RSUs, held directly.