Insteel Industries (IIIN) CFO RSU vesting adds 2,065 shares, 538 withheld

Rhea-AI Filing Summary

Insteel Industries VP, CFO and Treasurer Scot R. Jafroodi reported restricted stock units vesting into common shares. On February 14, 2026, 2,065 restricted stock units converted into 2,065 shares of common stock on a one-for-one basis. The company withheld 538 shares at $37.58 per share to cover taxes related to the vesting. After these transactions, Jafroodi directly owned 48,240 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^*

Jafroodi Scot 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)
	VP, CFO and Treasurer

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)		2,065	A	(2)	48,778	D
Common Stock	02/14/2026		F(3)		538	D	$37.58	48,240	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)			2,065	(4)	(4)	Common Stock	2,065	$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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did Insteel Industries (IIIN) report for February 14, 2026?

Insteel Industries reported the vesting of 2,065 restricted stock units for VP, CFO and Treasurer Scot R. Jafroodi on February 14, 2026. These units converted into 2,065 common shares, with a portion of the resulting stock withheld to cover tax obligations.

How many Insteel Industries (IIIN) shares did the CFO receive from RSU vesting?

The CFO received 2,065 Insteel Industries common shares through the vesting of restricted stock units. The RSUs convert into common stock on a one-for-one basis, meaning each of the 2,065 units became one share as of February 14, 2026.

How many Insteel Industries (IIIN) shares were withheld for taxes in this Form 4?

A total of 538 Insteel Industries common shares were withheld to satisfy taxes tied to the RSU vesting. These shares were booked at a price of $37.58 per share, reflecting a tax-withholding disposition rather than an open market sale.

What is Scot R. Jafroodi’s role at Insteel Industries (IIIN) in this filing?

Scot R. Jafroodi is identified as an officer of Insteel Industries, serving as VP, CFO and Treasurer. The Form 4 shows equity compensation activity for him, including vesting of restricted stock units and related tax-withholding share dispositions.

How many Insteel Industries (IIIN) shares does the CFO own after the reported transactions?

After the February 14, 2026 transactions, Scot R. Jafroodi directly owned 48,240 Insteel Industries common shares. This figure reflects the 2,065 shares received from RSU vesting, net of the 538 shares withheld to cover associated tax liabilities.

What do the M and F transaction codes mean in the Insteel Industries (IIIN) Form 4?

The M code indicates an exercise or conversion of a derivative security, here the conversion of 2,065 restricted stock units into common stock. The F code reflects shares delivered to pay tax liabilities, with 538 shares used to satisfy RSU-related taxes.