Insteel Industries SVP Wagner vests 2,271 RSUs

INSTEEL INDUSTRIES INC executive Richard Wagner, Senior Vice President and COO, reported the vesting of 2,271 Restricted Stock Units on February 14, 2026, which converted one-for-one into common stock.

Accepted by SEC EDGAR 02/17/2026 - 11:04 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

INSTEEL INDUSTRIES INC executive Richard Wagner, Senior Vice President and COO, reported the vesting of 2,271 Restricted Stock Units on February 14, 2026, which converted one-for-one into common stock. In connection with this vesting, 592 shares of common stock were withheld at $37.58 per share to satisfy taxes. After these equity events, he directly holds 41,679 shares of common stock.

Insider Trade Summary

2,271 shares exercised/converted

Exercise 3 txns

Insider Wagner Richard

Role Senior Vice President and COO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,271	$0.00	$0.00
Exercise	Common Stock	2,271	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	592	$37.58	$22K

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Common Stock — 41,679 shares (Direct)

Holdings Before and After: Restricted Stock Units, 2,271 to 0 contracts (Direct); Common Stock, 40,000 to 41,679 shares (Direct)

Footnotes (4)

1. F1. Represents the vesting of Restricted Stock Units.
2. F2. Restricted Stock Units convert into common stock on a one-for-one basis.
3. F3. Represents shares withheld for taxes in connection with the vesting of Restricted Stock Units.
4. F4. The Restricted Stock Units vested on February 14, 2026.

Key Figures

RSUs vested: 2,271 Shares issued from RSU conversion: 2,271 Shares withheld for taxes: 592 +2 more

5 metrics

RSUs vested 2,271 Restricted Stock Units vested and converted into common stock on February 14, 2026

Shares issued from RSU conversion 2,271 Common stock received upon one-for-one conversion of Restricted Stock Units

Shares withheld for taxes 592 Common shares withheld in connection with RSU vesting to satisfy tax obligations

Tax-withholding price per share $37.58 Per-share value used for the 592-share tax-withholding disposition

Post-transaction direct holdings 41,679 Directly held common shares by Richard Wagner after the reported transactions

Key Terms

Restricted Stock Units, tax-withholding disposition, derivative security

3 terms

Restricted Stock Units financial

"Represents the vesting of Restricted Stock Units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax-withholding disposition financial

"Represents shares withheld for taxes in connection with the vesting of RSUs."

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

derivative security financial

"Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Insteel Industries (IIIN) report for Richard Wagner?

Insteel Industries reported that Senior Vice President and COO Richard Wagner had 2,271 Restricted Stock Units vest and convert into common stock on February 14, 2026. This Form 4 records the RSU vesting, share conversion, and related tax-share withholding.

How many Restricted Stock Units vested for Insteel (IIIN) executive Richard Wagner?

Richard Wagner had 2,271 Restricted Stock Units vest on February 14, 2026. According to the filing, these Restricted Stock Units converted into common stock on a one-for-one basis, resulting in the issuance of 2,271 shares of Insteel Industries common stock.

How many Insteel (IIIN) shares were withheld for taxes and at what price?

The company withheld 592 shares of Insteel Industries common stock to cover tax obligations, at a reported price of $37.58 per share. This tax-withholding disposition was made in connection with the vesting of Richard Wagner’s Restricted Stock Units.

What is Richard Wagner’s Insteel (IIIN) shareholding after these transactions?

After the reported RSU vesting and tax-share withholding, Richard Wagner directly holds 41,679 shares of Insteel Industries common stock. This post-transaction balance reflects his direct ownership position as stated in the canonical holdings data tied to the Form 4.

Did the Insteel (IIIN) filing describe the RSU-to-share conversion terms?

Yes. The filing notes that the Restricted Stock Units convert into common stock on a one-for-one basis. This means each vested RSU delivered one share of Insteel Industries common stock upon vesting on February 14, 2026, before tax-share withholding.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

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)
02/14/2026

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
Common Stock	02/14/2026		M(1)		2,271	A	(2)	42,271	D
Common Stock	02/14/2026		F(3)		592	D	$37.58	41,679	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)	02/14/2026		M(1)			2,271	(4)	(4)	Common Stock	2,271	$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 February 14, 2026.

	/s/ Elizabeth C. Southern, Attorney-in-Fact	02/17/2026
	** 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.
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