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

Rhea-AI Filing Summary

Insteel Industries, Inc. (IIIN) reported that Senior Vice President James R. York was granted equity awards on 08/11/2025 consisting of 2,847 stock options and 1,043 restricted stock units (RSUs). The options carry an exercise price of $35.97, become exercisable starting 08/11/2026 under a vesting schedule that vests one-third annually beginning one year from grant, and expire on 08/11/2035. The RSUs convert one-for-one into common shares and will vest on 08/11/2028.

Following the reported transactions the awards represent 3,890 potential shares (2,847 options plus 1,043 RSUs) held directly by the reporting person. The filing documents time-based grants that link executive compensation to multi-year service and potential share issuance if options are exercised or RSUs convert.

Insights

Financial Analyst

TL;DR: Routine equity grants to SVP: 2,847 options at $35.97 and 1,043 RSUs, aligning long-term incentives.

The awards are time-based and modest in absolute size: 2,847 options with a $35.97 exercise price and 1,043 RSUs, totaling 3,890 potential shares. Options vest 1/3 annually starting one year after grant, and RSUs vest in 2028. Based solely on the filing, these grants appear to be standard retention and incentive awards rather than extraordinary dilution events. Without company-wide equity totals, the percent dilution cannot be assessed from this document alone.

Corporate Governance Expert

TL;DR: Time-based vesting and staggered exercises indicate a retention focus; governance treatment appears routine and standard.

The option term (expires 2035) and vesting schedule (one-third annually beginning one year after grant) are typical for executive option grants. RSUs convert one-for-one and vest on 08/11/2028, creating deferred share issuance tied to continued service. The filing shows direct beneficial ownership and provides explicit vesting and exercise terms; there are no disclosures in this filing of performance-based conditions or accelerated vesting triggers.

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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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^*

York James 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)
	Senior Vice President

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		2,847		08/11/2026(1)	08/11/2035	Common Stock	2,847	$0	2,847	D
Restricted Stock Units	(2)	08/11/2025		A		1,043		(3)	(3)	Common Stock	1,043	$0	1,043	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.
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 did Insteel (IIIN) report on the Form 4 for James R. York?

The Form 4 reports grants of 2,847 stock options and 1,043 restricted stock units (RSUs) to Senior Vice President James R. York on 08/11/2025.

What is the exercise price and term of the options granted to the IIIN SVP?

The options have an exercise price of $35.97, become exercisable starting 08/11/2026 under a 1/3 annual vesting schedule, and expire on 08/11/2035.

When do the RSUs granted to the Insteel executive vest and convert to shares?

The restricted stock units will vest on 08/11/2028 and convert into common stock on a one-for-one basis.

How many potential shares does the Form 4 represent for James R. York?

The reported awards represent 3,890 potential shares in total: 2,847 options plus 1,043 RSUs, all reported as direct beneficial ownership.

Does the filing indicate any performance-based vesting or accelerated terms?

No. The filing discloses time-based vesting only: options vest one-third annually starting one year from grant and RSUs vest on 08/11/2028.