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

Rhea-AI Filing Summary

Woltz H O III, Chairman, President and CEO of Insteel Industries, Inc. (IIIN), reported the vesting of 5,340 restricted stock units (RSUs) on August 15, 2025, which convert one-for-one into common stock. Of those, 1,407 shares were withheld for taxes at a price of $37.18, leaving the reporting person with 504,753 shares beneficially owned after the transactions. The filing also discloses indirect holdings of 113,328 shares as co-trustee of trusts created by the estate of Howard O. Woltz, Jr., and 57,282 shares as co-trustee of the Woltz Foundation. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person on August 19, 2025.

Insights

Securities Analyst

TL;DR Routine executive compensation vesting resulted in modest share withholding for taxes; no new purchases or sales beyond tax withholding.

The filing records the scheduled vesting of 5,340 RSUs that converted to common stock on August 15, 2025, and the withholding of 1,407 shares to satisfy tax obligations at an implied price of $37.18. These are typical, non-discretionary equity compensation events and do not indicate opportunistic trading or a change in ownership strategy. The remaining direct beneficial ownership of 504,753 shares maintains the executive's equity stake, while disclosed indirect holdings via trusts add substantial additional exposure. Overall, the transaction is routine compensation-related activity with limited informational value for valuation models.

Corporate Governance Expert

TL;DR This Form 4 documents standard RSU vesting and tax withholding; governance implications are minimal and disclosure is timely.

The report shows compliance with Section 16 reporting for an executive officer and director, documenting the vesting event and tax-related share withholding. Indirect holdings disclosed as co-trustee are clearly identified, which supports transparency around potential shared voting or pecuniary interests. There are no indications of accelerated vesting tied to corporate events, no sales beyond tax withholding, and no evidence of a Rule 10b5-1 plan invocation. From a governance perspective, the filing satisfies standard disclosure expectations.

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^*

WOLTZ H O III

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President and CEO

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)		5,340	A	(2)	504,753	D
Common Stock	08/15/2025		F(3)		1,407	D	$37.18	503,346	D
Common Stock								113,328	I	Co-trustee of Trusts created by Estate of Howard O. Woltz, Jr.
Common Stock								57,282	I	Co-trustee of Woltz Foundation

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)			5,340	(4)	(4)	Common Stock	5,340	$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).
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FAQ

What did IIIN insider Woltz H O III report on Form 4?

The filing reports the vesting of 5,340 RSUs on August 15, 2025, which converted one-for-one into common stock.

How many shares were withheld for taxes in the transaction?

1,407 shares were withheld for taxes in connection with the RSU vesting at a reported price of $37.18.

What is Woltz's beneficial ownership after the reported transactions?

Following the transactions, the reporting person directly beneficially owns 504,753 shares of IIIN common stock.

Are there any indirect holdings disclosed in the Form 4?

Yes. The filing discloses 113,328 shares held as co-trustee of trusts from the estate of Howard O. Woltz, Jr., and 57,282 shares as co-trustee of the Woltz Foundation.