Insteel (IIIN) CEO H.O. Woltz III details RSU vesting and tax-share withholding

Rhea-AI Filing Summary

Insteel Industries Chairman, President and CEO H.O. Woltz III reported the vesting and conversion of 5,781 restricted stock units into common stock on February 14, 2026. To cover taxes from this vesting, 1,508 common shares were withheld at a price of $37.58 per share. Following these transactions, he directly owned 501,294 common shares, with additional 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.

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^*

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)
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)		5,781	A	(2)	502,802	D
Common Stock	02/14/2026		F(3)		1,508	D	$37.58	501,294	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)	02/14/2026		M(1)			5,781	(4)	(4)	Common Stock	5,781	$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
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FAQ

What insider transaction did IIINa0CEO H.O. Woltza0III report on February 14, 2026?

He reported vesting and conversion of 5,781 restricted stock units into Insteel common stock. This was an equity compensation event rather than an open-market trade, reflecting the scheduled vesting of previously granted stock-based awards.

How many Insteel (IIIN) shares were withheld for taxes in this insider filing?

A total of 1,508 common shares were withheld to cover taxes tied to the RSU vesting. These shares were valued at $37.58 per share, according to the transaction details disclosed in the filing.

What is H.O. Woltza0III's direct ownership of Insteel (IIIN) after the February 2026 transactions?

After the reported RSU vesting and tax withholding, H.O. Woltza0III directly owned 501,294 shares of Insteel common stock. This figure reflects his direct holdings only and excludes any indirect ownership through trusts or foundations.

What indirect Insteel (IIIN) holdings are reported for H.O. Woltza0III?

He reported indirect ownership of 113,328 common 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, in addition to his direct holdings.

How do the restricted stock units in this IIIN filing convert into common shares?

The filing states that restricted stock units convert into common stock on a one-for-one basis. In this case, all 5,781 RSUs vested and converted into an equal number of Insteel common shares on February 14, 2026.

What do the transaction codes M and F mean in this Insteel (IIIN) insider report?

Code M indicates an exercise or conversion of a derivative security, here the RSUs converting into common stock. Code F indicates a tax-withholding disposition, where shares are withheld to satisfy tax obligations related to the vesting.