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

Rhea-AI Filing Summary

Insider grants to Insteel Industries (IIIN) executive: The filing reports that Scot R. Jafroodi, the company’s VP, CFO and Treasurer, was awarded derivative equity on 08/11/2025. He received 4,746 stock options with a $35.97 exercise price, exercisable beginning 08/11/2026 and expiring 08/11/2035, with options vesting one-third annually starting one year from grant. He also received 1,738 restricted stock units (RSUs) that convert one-for-one into common shares and vest on 08/11/2028. Both holdings are reported as direct beneficial ownership.

Combined, these awards represent potential issuance of 6,484 common shares to the reporting person if the awards fully vest and options are exercised. The form is signed by an attorney-in-fact on behalf of the reporting person and lists the transaction date of 08/11/2025. Explanatory footnotes clarify vesting schedules and RSU conversion mechanics.

Insights

Securities Analyst

TL;DR: Routine executive equity grants to the CFO; modest in size and structured with multi-year vesting.

The reported awards to Scot R. Jafroodi consist of 4,746 options at a $35.97 strike and 1,738 RSUs. The options vest one-third annually beginning one year from grant, first exercisable 08/11/2026, and expire 08/11/2035; the RSUs vest on 08/11/2028 and convert one-for-one to common stock. For investors this is a standard compensation mechanism aligning management with shareholder outcomes rather than an immediate liquidity event. The total potential share increase is 6,484 shares if fully realized, which appears routine absent additional context on company share count or prior grants.

Corporate Governance Expert

TL;DR: Compensation-focused disclosure consistent with governance practices; clear vesting schedule and direct ownership reported.

The Form 4 discloses standard time-based equity awards to a senior officer, including explicit vesting and conversion terms. Vesting over multiple years (one-third annual vesting for options; RSU vesting in 2028) supports retention incentives. The filing correctly reports direct beneficial ownership and includes explanatory notes on vesting and conversion. From a governance perspective, documentation and timing are transparent; the filing contains no indications of irregular or immediate-share dilution beyond typical grant issuance.

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^*

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)
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		4,746		08/11/2026(1)	08/11/2035	Common Stock	4,746	$0	4,746	D
Restricted Stock Units	(2)	08/11/2025		A		1,738		(3)	(3)	Common Stock	1,738	$0	1,738	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 transactions did the IIIN Form 4 report for Scot R. Jafroodi?

The filing reports acquisition of 4,746 stock options (exercise price $35.97) and 1,738 restricted stock units (RSUs) on 08/11/2025.

What are the vesting and exercisability terms for the options and RSUs?

Options vest 1/3 annually beginning one year from grant, first exercisable 08/11/2026, and expire 08/11/2035. RSUs vest on 08/11/2028 and convert one-for-one into common stock.

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

The form lists Scot R. Jafroodi as an Officer with title VP, CFO and Treasurer.

Are the reported holdings direct or indirect?

Both the options (4,746) and RSUs (1,738) are reported as Direct (D) beneficial ownership.

How many total shares could be issued if all awards vest and options are exercised?

If fully vested and exercised/converted, the awards represent 6,484 common shares (4,746 options + 1,738 RSUs).

Who executed the Form 4 filing on behalf of the reporting person?

The Form 4 is signed by Elizabeth C. Southern, Attorney-in-Fact for the reporting person.