Insteel Industries (IIIN) SVP Wagner reports RSU vesting and tax share withholding

Rhea-AI Filing Summary

Insteel Industries executive Richard Wagner reported equity award activity involving company stock. On February 14, 2026, 2,271 Restricted Stock Units vested and converted into 2,271 shares of Insteel Industries common stock. These shares were acquired at an exercise price of $0, increasing his directly held common stock to 42,271 shares.

On the same date, 592 shares of common stock at $37.58 per share were withheld to cover tax obligations related to the vesting. After this tax-withholding disposition, Wagner directly owned 41,679 shares of Insteel Industries common stock.

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

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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)
02/14/2026

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).
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FAQ

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

Richard Wagner reported vesting of 2,271 Restricted Stock Units that converted into 2,271 shares of Insteel Industries common stock. The filing also shows a related share withholding for taxes, leaving him with 41,679 directly owned common shares after the transactions.

How many Insteel Industries (IIIN) shares did Richard Wagner acquire from RSU vesting?

Richard Wagner acquired 2,271 shares of Insteel Industries common stock through the vesting of 2,271 Restricted Stock Units. The RSUs convert into common stock on a one-for-one basis, so each vested unit became one share on the reported vesting date.

Why were 592 Insteel Industries (IIIN) shares disposed of in Wagner’s Form 4?

The 592 shares were withheld to cover taxes linked to the Restricted Stock Unit vesting. This transaction is coded as “F,” indicating payment of tax liability by delivering shares, rather than an open-market sale initiated for investment or portfolio reasons.

What is Richard Wagner’s Insteel Industries (IIIN) share ownership after these transactions?

After the RSU vesting and tax-withholding share disposition, Richard Wagner directly owns 41,679 shares of Insteel Industries common stock. This figure reflects the net result of 2,271 shares acquired from RSU conversion and 592 shares withheld for taxes.

What role does Richard Wagner hold at Insteel Industries (IIIN)?

Richard Wagner serves as Senior Vice President and Chief Operating Officer at Insteel Industries. His Form 4 filing reports equity compensation activity typical for senior executives, including Restricted Stock Unit vesting and related share withholding for tax obligations.

How do the Restricted Stock Units in this Insteel Industries (IIIN) filing convert to shares?

The Restricted Stock Units convert into Insteel Industries common stock on a one-for-one basis. In this filing, 2,271 RSUs vested and became 2,271 common shares on February 14, 2026, as specified in the explanatory footnotes to the transactions.