[Form 4] Insteel Industries, Inc. Insider Trading Activity

Rhea-AI Filing Summary

WOLTZ H O III, who serves as Chairman, President and CEO of Insteel Industries, Inc. (IIIN), reported equity awards on 08/11/2025. He was granted an option to buy 21,355 shares at an exercise price of $35.97, exercisable beginning 08/11/2026 and expiring 08/11/2035, with options vesting one-third annually starting one year from the grant. He also received 7,819 restricted stock units that convert one-for-one into common stock and will vest on 08/11/2028. Both holdings are reported as direct beneficial ownership following the transactions.

Positive

• Equity awards granted: CEO received an option for 21,355 shares and 7,819 restricted stock units (RSUs).
• Clear vesting terms: Option vests one‑third annually beginning one year after grant; RSUs vest on 08/11/2028.

Negative

• Long vesting horizon: RSUs do not vest until 08/11/2028, delaying potential alignment with short‑term performance.
• Potential dilution not disclosed: The filing lists granted amounts but provides no context on total outstanding shares or plan limits.

Insights

Corporate Governance Expert

TL;DR: CEO received time‑based equity awards with multi-year vesting, disclosed as direct ownership.

The Form 4 shows customary compensation grants to the company’s CEO: a stock option for 21,355 shares at $35.97 and 7,819 restricted stock units. The option becomes exercisable one year after grant and vests in three annual installments; the RSUs vest on a single date in 2028. These are direct holdings reported under Section 16 and reflect equity compensation governed by the issuer’s plan; the filing provides vesting schedules and conversion mechanics but no information on aggregate outstanding dilution or prior holdings beyond the post‑transaction amounts disclosed.

Compensation Analyst

TL;DR: Grants combine long‑dated options and delayed RSU vesting, aligning pay delivery over several years.

The reported awards pair an 10‑year option (expires 08/11/2035) with a three‑year vesting cadence for the option and a fixed RSU vest date (08/11/2028). The exercise price is stated as $35.97. From a pay‑structure perspective, the mix of options and RSUs staggers potential equity realization and ties value to sustained share performance and tenure. The filing is limited to the grant details and does not disclose plan limits, total dilution, or past grants that would contextualize materiality.

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^*

WOLTZ H O III

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President and CEO

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		21,355		08/11/2026(1)	08/11/2035	Common Stock	21,355	$0	21,355	D
Restricted Stock Units	(2)	08/11/2025		A		7,819		(3)	(3)	Common stock	7,819	$0	7,819	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.
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FAQ

What did WOLTZ H O III report on Form 4 for IIIN?

He reported grants of an option to buy 21,355 shares at $35.97 and 7,819 restricted stock units that convert one‑for‑one to common stock.

When do the option and RSU awards for IIIN become exercisable or vest?

The option is exercisable starting 08/11/2026 and vests one‑third annually beginning one year from grant; the RSUs vest on 08/11/2028.

What is the exercise price of the stock option reported on the IIIN Form 4?

The reported exercise (conversion) price is $35.97 per share for the option covering 21,355 shares.

How long is the option term reported in the IIIN filing?

The option has an expiration date of 08/11/2035, providing a ten‑year potential term from the grant date.

Are the reported holdings direct or indirect for IIIN insider?

Both the option and the RSUs are reported as Direct (D) beneficial ownership following the transactions.