Insteel Industries (IIIN) grants RSUs and stock options to VP

Rhea-AI Filing Summary

Insteel Industries reported equity awards to VP, Secretary and CLO Elizabeth Carroll Southern. On February 10, 2026, she acquired 1,014 Restricted Stock Units, which convert into common stock on a one-for-one basis and vest on February 10, 2029. She was also granted 2,475 stock options with a $37 exercise price, scheduled to vest in three equal annual installments beginning one year from the grant date. All reported holdings are listed as directly owned derivative securities.

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^*

Southern Elizabeth Carroll

(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)
	VP, Secretary and CLO

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		1,014		(2)	(2)	Common Stock	1,014	$0	1,014	D
Option (right to buy)	$37	02/10/2026		A		2,475		02/10/2027(3)	02/10/2036	Common Stock	2,475	$0	2,475	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	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).
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FAQ

What insider transaction did Insteel Industries (IIIN) disclose for February 10, 2026?

Insteel Industries disclosed equity awards to VP, Secretary and CLO Elizabeth Carroll Southern. She received 1,014 Restricted Stock Units and 2,475 stock options on February 10, 2026 as part of her compensation, with both positions reported as directly owned derivative securities.

How many Restricted Stock Units were granted to the Insteel VP in this filing?

Elizabeth Carroll Southern was granted 1,014 Restricted Stock Units. These units convert into Insteel common stock on a one-for-one basis and are scheduled to vest on February 10, 2029, tying her compensation to the company’s long-term share performance and retention objectives.

What are the terms of the stock options granted to the Insteel VP?

She received 2,475 stock options with a $37 exercise price. The options vest in three equal annual installments, beginning one year from the February 10, 2026 grant date, encouraging multi-year service and alignment with shareholder interests through potential future share ownership.

When do the Insteel Restricted Stock Units reported here vest?

The 1,014 Restricted Stock Units vest on February 10, 2029. Once vested, each unit converts into one share of Insteel common stock, providing the executive with direct equity exposure and aligning her long-term incentives with the company’s share price performance.

Are the Insteel VP’s equity awards held directly or indirectly?

Both the Restricted Stock Units and stock options are reported as directly owned. The filing lists 1,014 RSUs and 2,475 options as direct derivative holdings, with no indication of ownership through trusts, partnerships, or other indirect entities in the disclosure text.

Does this Insteel (IIIN) filing indicate any insider share sales?

The filing shows only equity awards to the VP, not sales. It reports grants of 1,014 Restricted Stock Units and 2,475 stock options as acquisitions under compensation arrangements, with no transactions coded as dispositions or sales in the disclosed derivative securities tables.