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

Rhea-AI Filing Summary

Scot R. Jafroodi, Vice President, Chief Financial Officer and Treasurer of Insteel Industries, Inc. (IIIN), reported changes in beneficial ownership following the vesting of 1,144 restricted stock units (RSUs) on 08/15/2025 that convert one-for-one into common shares. Of the vested RSUs, 301 shares were withheld for taxes at $37.18 per share. After these transactions the filing shows total beneficial ownership of 43,776 common shares. The Form 4 was signed by an attorney-in-fact on 08/19/2025 and indicates the transactions were reported by a single reporting person.

Positive

• 1,144 RSUs vested on 08/15/2025, converting one-for-one into common stock
• Form 4 filed and signed (by attorney-in-fact) within days of the vesting event, indicating timely disclosure

Negative

• 301 shares withheld for taxes at $37.18 per share, reducing net shares received from the vesting

Insights

Financial Analyst

TL;DR: Executive compensation-related equity vested; small net increase in insider-held shares after tax withholding.

The filing documents the routine vesting of 1,144 RSUs for IIIN's VP/CFO/Treasurer on 08/15/2025, converting one-for-one into common stock. 301 shares were withheld for taxes at $37.18, leaving reported beneficial ownership of 43,776 shares. This is a non-cash, compensation-driven change rather than an open-market purchase or sale, so it primarily reflects payroll tax treatment of equity awards rather than a directional trading signal.

Corporate Governance Expert

TL;DR: Routine equity-based compensation disclosed; timely Form 4 filing by reporting person.

The Form 4 shows compliance with Section 16 reporting for the vesting event on 08/15/2025 and an execution/filing signature dated 08/19/2025. The filing clarifies the one-for-one conversion of RSUs and the tax-withholding of 301 shares. From a governance perspective, this is standard: it documents remuneration delivery and tax withholding practices without indicating a discretionary sale or transfer by the executive.

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^*

Jafroodi Scot R

(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, CFO and Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		M(1)		1,144	A	(2)	44,077	D
Common Stock	08/15/2025		F(3)		301	D	$37.18	43,776	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	(2)	08/15/2025		M(1)			1,144	(4)	(4)	Common Stock	1,144	$0	0	D

Explanation of Responses:

1. Represents the vesting of Restricted Stock Units.

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

3. Represents shares withheld for taxes in connection with the vesting of Restricted Stock Units.

4. The Restricted Stock Units vested on August 15, 2025.

	/s/ Elizabeth C. Southern, Attorney-in-Fact	08/19/2025
	** 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 happened in the IIIN Form 4 filed for Scot R. Jafroodi?

The Form 4 reports the vesting of 1,144 restricted stock units on 08/15/2025 that convert one-for-one into common stock and 301 shares were withheld for taxes.

How many shares did Scot R. Jafroodi beneficially own after the reported transaction?

The filing reports 43,776 common shares beneficially owned following the transactions.

What was the tax withholding amount per share on the withheld shares?

The filing shows tax withholding of 301 shares at a price of $37.18 per share.

When did the RSUs vest and when was the Form 4 signed?

The RSUs vested on 08/15/2025 and the Form 4 was signed by an attorney-in-fact on 08/19/2025.

Was this Form 4 filed by one reporting person or multiple?

The filing indicates it was submitted by one reporting person.