IIIN Form 4: SVP/COO receives 2,098 shares; tax withholding of 552 shares

Rhea-AI Filing Summary

Richard Wagner, Senior Vice President and COO of Insteel Industries, reported the vesting and tax-withholding of Restricted Stock Units on 08/15/2025. 2,098 RSUs vested and converted one-for-one into common shares. From that issuance, 552 shares were withheld to satisfy taxes at an indicated price of $37.18, leaving the reporting person with 45,026 shares beneficially owned after the transactions. The Form 4 was signed by an attorney-in-fact on 08/19/2025. The filing documents a routine equity compensation event for an officer of the company.

Positive

• Transparent disclosure of RSU vesting and tax withholding in compliance with Section 16 reporting
• Alignment with shareholders via equity-based compensation converting RSUs into common stock

Negative

• Reduction in net shares owned due to 552 shares withheld for taxes
• No indication of additional disclosures (e.g., planned sales) that would clarify future insider activity

Insights

Financial Analyst

TL;DR: Routine executive RSU vesting converted to 2,098 shares; minimal immediate market impact.

The reported transactions show the scheduled vesting of 2,098 Restricted Stock Units that converted one-for-one into common shares on 08/15/2025. A portion of those shares (552) were withheld for taxes at an indicated price of $37.18, resulting in 45,026 shares beneficially owned post-transaction. This is a standard compensation event and does not indicate a discretionary sale or unusual trading behavior. There is no information in the filing about any planned sales or 10b5-1 arrangements.

Corporate Governance Expert

TL;DR: Standard executive compensation vesting; disclosure complies with Section 16 reporting requirements.

The Form 4 discloses the vesting of RSUs for an officer who is also identified as a director. The conversion, tax withholding, and resulting beneficial ownership are clearly reported, which supports transparency around insider holdings. The filing does not show any sales or transfers beyond tax withholding and contains no indications of governance concerns or departures. It reflects routine governance practice for equity awards.

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)
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)		2,098	A	(2)	45,578	D
Common Stock	08/15/2025		F(3)		552	D	$37.18	45,026	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)			2,098	(4)	(4)	Common Stock	2,098	$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 transactions did Richard Wagner report on Form 4 for IIIN?

The Form 4 reports the vesting of 2,098 Restricted Stock Units on 08/15/2025, conversion into 2,098 shares, and 552 shares withheld for taxes at an indicated price of $37.18.

How many shares does the reporting person beneficially own after the transaction?

After the reported transactions, the filing shows the reporting person beneficially owns 45,026 shares.

Was this Form 4 filing associated with a sale of shares?

No. The filing documents RSU vesting and tax-withholding; it does not report any voluntary sale of shares beyond withholding for taxes.

When did the Restricted Stock Units vest for IIIN insider activity?

The Restricted Stock Units vested on 08/15/2025, as stated in the filing.

Who filed or signed the Form 4 for the reporting person?

The Form 4 was signed by Elizabeth C. Southern, Attorney-in-Fact on 08/19/2025.