Insteel Industries (IIIN) grants RSUs and options to COO Wagner

Rhea-AI Filing Summary

Insteel Industries Inc. reported that Senior Vice President and COO Richard Wagner received new equity awards. On February 10, 2026, he acquired 1,858 restricted stock units, which convert into common stock on a one-for-one basis and vest on February 10, 2029.

On the same date, he also acquired options to buy 4,538 shares of common stock at an exercise price of $37 per share. These options vest in three equal annual installments beginning one year from the grant date.

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).

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)
02/10/2026

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
Restricted Stock Units	(1)	02/10/2026		A		1,858		(2)	(2)	Common Stock	1,858	$0	1,858	D
Option (right to buy)	$37	02/10/2026		A		4,538		02/10/2027(3)	02/10/2036	Common Stock	4,538	$0	4,538	D

Explanation of Responses:

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

2. The Restricted Stock Units vest February 10, 2029.

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

	/s/ Elizabeth C. Southern, Attorney-in-Fact	02/12/2026
	** 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 insider transaction did IIIN report for Richard Wagner on February 10, 2026?

Richard Wagner received grants of restricted stock units and stock options on February 10, 2026. The filing shows 1,858 restricted stock units and options for 4,538 shares of Insteel Industries common stock awarded as part of his equity compensation.

How many restricted stock units were granted to the IIIN COO?

Richard Wagner was granted 1,858 restricted stock units. These units convert into Insteel Industries common stock on a one-for-one basis, meaning each unit becomes one share when it vests, providing direct equity exposure tied to the company’s future performance.

When do Richard Wagner’s IIIN restricted stock units vest?

The 1,858 restricted stock units granted to Richard Wagner vest on February 10, 2029. Vesting means he must remain eligible through that date to receive the underlying common shares, aligning his long-term incentives with Insteel Industries’ performance.

What are the terms of the stock options granted to the IIIN COO?

Richard Wagner received options to buy 4,538 shares of Insteel Industries common stock at an exercise price of $37 per share. These options vest in three equal annual installments, starting one year after the February 10, 2026 grant date.

Are Richard Wagner’s new IIIN equity awards held directly or indirectly?

The filing shows both the restricted stock units and the stock options are held directly by Richard Wagner. The ownership code is listed as “D,” indicating direct ownership rather than through a separate entity or indirect structure.

Do the IIIN restricted stock units convert into common stock at a set ratio?

Yes. The restricted stock units granted to Richard Wagner convert into common stock on a one-for-one basis. This means each of the 1,858 units becomes one share of Insteel Industries common stock when the award fully vests.