Insteel (IIIN) Insider: 1,144 RSUs Converted, 328 Withheld for Taxes

Rhea-AI Filing Summary

Insteel Industries, Inc. (IIIN) - Form 4 summary: Senior Vice President James R. York reported the vesting of 1,144 Restricted Stock Units (RSUs) on 08/15/2025. Each RSU converts one-for-one into common stock, producing 1,144 shares. To satisfy tax withholding related to the vesting, 328 shares were withheld at an indicated price of $37.18, leaving the reporting person with 12,443 shares beneficially owned after the transactions. The filing was executed by an attorney-in-fact and signed on 08/19/2025. All items reported on this form are routine equity compensation vesting and tax withholding events.

Positive

• 1,144 Restricted Stock Units vested, converting to common shares and reflecting ongoing executive alignment with shareholder interests
• Timely disclosure filed on Form 4 and executed by attorney-in-fact, indicating procedural compliance

Negative

• 328 shares withheld for taxes, reducing the net incremental shares received upon vesting
• No open-market purchases were reported, so beneficial ownership increased only via compensation rather than additional investment

Insights

Compensation & Equity Analyst

TL;DR: Routine RSU vesting added 1,144 shares; tax withholding reduced net issuance by 328 shares.

The filing documents a standard executive equity compensation event: 1,144 RSUs vested and converted one-for-one into common shares on 08/15/2025. A portion of the shares, 328, were withheld to satisfy tax obligations at a reported withholding price of $37.18. The net increase in beneficial ownership reflects both the vesting and the withholding, with 12,443 shares reported as beneficially owned after the transactions. This is a non-cash compensation realization and does not indicate secondary market selling or additional purchases.

Corporate Governance Specialist

TL;DR: Filing shows a routine, non-disclosive compensation vesting; no changes to control or material governance events.

The Form 4 indicates an internal compensation settlement: RSUs vested and converted into common stock with shares withheld for tax. There are no exercised options, no open-market sales, and no unusual transaction codes beyond standard vesting (codes M and F as reported). The disclosure was timely and executed via attorney-in-fact, consistent with procedural compliance. There is no indication of material corporate governance impact from these transactions.

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^*

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)
08/15/2025

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)		1,144	A	(2)	12,771	D
Common Stock	08/15/2025		F(3)		328	D	$37.18	12,443	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)			1,144	(4)	(4)	Common Stock	1,144	$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).
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FAQ

What transactions did James R. York report on the IIIN Form 4?

The report discloses the vesting of 1,144 RSUs on 08/15/2025, with 328 shares withheld for taxes, resulting in 12,443 shares beneficially owned after the transactions.

How many RSUs vested and what is the conversion ratio?

A total of 1,144 Restricted Stock Units vested and the RSUs convert to common stock on a one-for-one basis according to the filing.

What price was indicated for the tax-withheld shares?

The filing shows shares withheld for taxes at an indicated price of $37.18.

Did the Form 4 report any market sales or option exercises?

No market sales or option exercises were reported; the transactions relate solely to RSU vesting and tax withholding.

When were the RSUs vested and when was the Form 4 signed?

The RSUs vested on 08/15/2025 and the Form 4 was signed (by attorney-in-fact) on 08/19/2025.